Common use of Reasonable Efforts; Notification Clause in Contracts

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 6.02(b), the Company Board approves or recommends a Superior Proposal, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this any Operative Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such partyOperative Agreements. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the MergerOffer, this the Merger or any Operative Agreement or any of the transactions contemplated by this Agreementother Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, use the Merger, any Operative Agreement or any other Transaction, take all reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the MergerOffer, this Agreement the Merger and the transactions contemplated herebyother Transactions. Notwithstanding anything herein to the contraryforegoing, nothing in this Agreement the Company Board shall not be deemed to require Yahoo! or prohibited from taking any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockaction permitted by Section 6.02(b). (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such partyTransaction Agreements. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement or any of the transactions contemplated by other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to any Transaction or this Agreement or any other Transaction Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyTransaction Agreements. Notwithstanding anything herein to the contraryforegoing, nothing in this Agreement neither the Company Board nor the Company shall be deemed to require Yahoo! prohibited from taking any action permitted by Sections 5.02(b) or any of its affiliates to make proposals5.02(d), execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockrespectively. (b) Launch In performing the parties obligations under Section 6.03(a) relating to Antitrust Laws (as defined below), each of Parent and the Company shall give prompt notice use its reasonable efforts to Yahoo! (i) cooperate with each other in connection with any filing or submission and in connection with any investigation or other inquiry, (ii) keep the other party informed in all material respects of any representation or warranty made material communication received by it contained in this Agreement becoming untrue or inaccuratesuch party from, or any failure of Launch to comply with or satisfy in any material respect any covenantgiven by such party to, condition or agreement to be complied with or satisfied by it under this Agreementthe Federal Trade Commission (the "FTC"), in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements Antitrust Division of the parties or Department of Justice (the conditions to the obligations of the parties under this Agreement."DOJ"),

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Parent and its Board board of Directors directors and the Company and its directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Parent or the Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch The Company shall give prompt notice to Yahoo! of Parent upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VI would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Parent to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VI would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation (i) to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) imposing or seeking to impose or confirm any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent shall give prompt notice to Yahoo! the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger (other than a Company Necessary Consent or Parent Necessary Consent), (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall use its commercially reasonable efforts to consult with Parent on material strategic and operational matters to the extent such consultation is not in violation of applicable Legal Requirements, including laws regarding exchange of information and other laws regarding competition.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Related Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms --------------------------------- and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations Consents from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers Consents from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, by this Agreement and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions transaction contemplated by this Agreement, use take all reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contraryforegoing, (x) the Company shall not be prohibited under this Section 6.03(a) from taking any action permitted by Section 5.02(b) and (y) nothing in this Agreement shall be deemed to require Yahoo! or any party to take any action that would result in any of its affiliates the consequences referred to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate in paragraph (through the establishment of a trust or otherwisea) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock.Exhibit A. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to a material adverse effect becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all other necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the preparation of the Company Proxy Statement, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt notice to Yahoo! Parent and Parent or Merger Subsidiary shall give prompt notice to the Company of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, inaccurate in any respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent, and Parent or Merger Subsidiary shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice Each party shall, subject to Yahoo! applicable Law, (i) promptly notify the other party of any representation or warranty made by it contained in written communication to that party from any Governmental Entity with respect to this Agreement becoming untrue and the Merger and permit the other party to review in advance any proposed written communication to the foregoing, (ii) consult with the other parties in advance with respect to, and give the other party the opportunity to attend and participate at, any substantive meeting or inaccuratediscussion with any Governmental Entity in respect of any filings, investigation or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under inquiry concerning this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Agreement or the conditions Merger and (iii) furnish the other party with copies of all correspondence, filings, and written communications between them and their respective representatives on the one hand and any Governmental Entity on the other hand, with respect to this Agreement and the obligations of the parties under this AgreementMerger.

Reasonable Efforts; Notification. (a) __Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the parties agrees to hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effectiveeffective the transactions contemplated by this Agreement as soon as practicable, including but not limited to (i) cooperation in the most expeditious manner practicablepreparation and filing of the Offer Documents, the Schedule 14D-9, the Information Statement, the Proxy Statement, any required filings under the HSR Act or other foreign filings and any amendments or supplements to any thereof and (ii) using its commercially reasonable efforts to promptly make all required regulatory filings and applications including, without limitation, responding promptly to requests for further information and to obtain all licenses, permits, consents, approvals, authorizations, qualifications and orders of Governmental Entities as are necessary for the consummation of the transactions contemplated by this Agreement and to fulfill the conditions to the Offer and the Merger. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each party to this Agreement shall use their commercially reasonable efforts to take all such necessary action. (b) The Company and Purchaser each shall keep the other apprised of the status of matters relating to completion of the transactions contemplated hereby, including promptly furnishing the other with copies of notices or other communications received by Purchaser or the Company, as the case may be, or any of their subsidiaries, from any Governmental Entity with respect to the Offer, the Merger and or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, including using commercially reasonable efforts and consider in good faith the views of one another in connection with, and shall provide each other the opportunity to accomplish review and comment upon, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the followingHSR Act or any other antitrust law. (c) Without limiting the generality of the undertakings pursuant to this Section 7.3: (i) Purchaser agrees that, if necessary to prevent any Governmental Entity from taking steps to obtain, or from issuing, any order, injunction, decree, judgment or ruling or the taking of all reasonable acts necessary to cause any other action that would (x) restrain, enjoin or otherwise prohibit the conditions precedent set forth in Article VI to be satisfiedOffer, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Merger or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement or (y) cause any Offer Condition not to be satisfied, Purchaser shall (A) offer to accept an order to divest (and to enter into a consent decree or other agreement giving effect thereto) such of the Company's or Purchaser's assets and business, and agree to hold separate such assets and business pending such divestiture, and (B) enter into any supply, license, tolling, joint venture or other agreement or take any other action, as may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise necessary to minimize the effect of forestall such statute order, decree, ruling or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occuraction; provided, however, that no notwithstanding the foregoing provisions of this clause (i), Purchaser shall not be required to take any such notification shall affect action that would have a material adverse effect on the representationsCompany and its Subsidiaries taken as a whole, warrantiesto waive any material rights, covenants or agreements to take any action that would result in any of the parties consequences referred to in paragraph (a) of Exhibit A and (ii) without limitation of clause (i) of this Section 7.3(c), the Company and Purchaser each agree to contest and resist any action seeking to have imposed any order, decree, judgment, injunction, ruling or the conditions to the obligations other order (whether temporary, preliminary or permanent) (an "Order") that (x) would delay, restrain, enjoin or otherwise prohibit consummation of the parties under Offer, the Merger or any of the other transactions contemplated by this AgreementAgreement or (y) cause any Offer Condition not to be satisfied and, in the event that any such temporary or preliminary Order is entered in any proceeding, to take the steps contemplated by clause (i) of this Section 7.3(c) and to use its commercially reasonable efforts to take promptly any and all other steps (including, the appeal thereof and the posting of a bond) necessary to vacate, modify or suspend such Order so as to permit such consummation as promptly as practicable after the date hereof.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by Transactions, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, including using commercially reasonable efforts to accomplish the following: (i) Merger and the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedother Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any of the transactions contemplated by Transaction or this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockTransactions. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be takentaken (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, the Voting Agreement and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain Permits or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental EntityEntity (including in respect of any Gaming Law), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Target and its Board of Directors shallshall (including through its officers and directors and other appropriate personnel) (i) take all action necessary to ensure that no state takeover, if any state takeover business combination, control share, fair price or value statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement, the Voting Agreement or any of the other transactions contemplated by this Agreement, use (ii) if any state takeover, business combination, control share, fair price or value statute or similar statute or regulation becomes applicable to the Merger, this Agreement or the Voting Agreement or any other transaction contemplated by this Agreement or the Voting Agreement, take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement or the Voting Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Voting Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement, the Voting Agreement and the other transactions contemplated herebyby this Agreement and the Voting Agreement, and (iii) take all action necessary to assist Acq Corp in connection with efforts reasonably related to obtaining financing for the Merger and related transactions. Notwithstanding anything herein to the contraryforegoing, nothing in the parties acknowledge that Acq Corp and its Affiliates are not obligated by Section 7.04(a) or any other provision of this Agreement to obtain any consent, approval, license, waiver, order, decree, determination of suitability or other authorization with respect to any limited partner of any Affiliate of Acq Corp. Nothing herein shall be deemed to require Yahoo! Acq Corp or any of its affiliates Affiliates to make proposalstake any steps (including without limitation the expenditure of funds) or provide any information to obtain any consent, execute or carry out agreements or submit to orders providing for the sale approval, license, waiver, order, decree, determination of suitability or other disposition or holding separate (through authorization, other than is customary in the establishment States of a trust or otherwise) of any assets or categories of assets of Yahoo!Nevada, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own Iowa and Colorado for such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockmatters. (b) Launch Target shall give prompt notice to Yahoo! Acq Corp of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any respect (including receiving Knowledge of any fact, event or circumstance which may cause any representation qualified as to the Knowledge of Target to be or become untrue or inaccurate in any respect) or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, howeverPROVIDED HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Acq Corp shall give prompt notice to Target of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any respect (including receiving Knowledge of any fact, event or circumstance which may cause any representation qualified as to the Knowledge of Acq Corp to be or become untrue or inaccurate in any respect) or (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other transactions Transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from any Governmental Entities Entity and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions Transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions Transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided provided, however, that nothing contained in this Section 6.6 connection with any filing or submission or other action required to be made or taken by any Party to effect the Merger and all other Transactions contemplated hereby, the Company shall require not without the prior written consent of Parent commit to any party divestiture transaction and Parent shall not be required to waive of exercise divest or hold separate or otherwise take or commence to take any right hereunder which is waivable or exercisable action that, in the sole reasonable discretion of such partyParent, limits its freedom of action with respect to, or its ability to retain, the Company or any of its affiliates or any material portion of the assets of the Company. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the transactions other Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger or this Agreement or any other transaction contemplated by this Agreement, use take all reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement and the transactions other Transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in by this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAgreement. (b) Launch Each of the Company, Parent and Purchaser shall give prompt notice to Yahoo! the other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement becoming untrue or inaccurateinaccurate in any respect (including in the case of representations or warranties receiving knowledge of any fact, event or circumstance which may cause any representation qualified as to the knowledge to be or become untrue or inaccurate in any respect) or (ii) the failure of Launch by them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to use its reasonable efforts to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including but not limited to those set forth in Section 4.1(d) of the Viasoft Disclosure Letter, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Viasoft and its Board of Directors shall, if any will (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, or any other transaction contemplated by this Agreement, use take all reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the MergerOffer, this Agreement the Merger and the other transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in by this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAgreement. (b) Launch shall Viasoft will give prompt notice to Yahoo! Compuware, and Compuware will give prompt notice to Viasoft, of: (i) the breach of any material representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall will affect the representations, warranties, covenants covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementAgreement and the Related Agreements, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Neoforma nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any material assets or categories of assets of Yahoo!Neoforma, any of its affiliates or Launch Healthvision or the holding separate of the shares of Launch Healthvision Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any material limitation on the ability of Yahoo! Neoforma or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Healthvision Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Healthvision and Neoforma will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Healthvision, Neoforma or their respective subsidiaries that relates to the consummation of the Merger. Healthvision shall give prompt notice to Yahoo! Neoforma of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Healthvision to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Neoforma shall give prompt notice to Healthvision of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Neoforma to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Healthvision agrees to use reasonable efforts to: (i) cause each employee listed in Part 2.14 of the Healthvision Disclosure Letter and each new employee hired after the date hereof until Closing, who has not already done so, to execute Healthvision's standard Confidentiality Agreement, the form of which has been previously provided to Neoforma, (ii) execute and deliver and cause each of Eclipsys and VHA to execute and deliver an Intellectual Property Assignment, in form and substance reasonably acceptable to Neoforma, (iii) execute and deliver and cause HealthVision Corporation of British Columbia ("HEALTHVISION CANADA") to execute and deliver an Assignment, in form and substance reasonably acceptable to Neoforma, of all right, title and interest worldwide (to the extent that Healthvision Canada has such rights) to the trade mark "Xxalthvision", the attendant goodwill and any and all domain names incorporating the mark Xxxlthvision or variations thereof, and (iv) cause to be filed with the Secretary of State of the State of Delaware a Certificate of Correction in form and substance reasonably satisfactory to Neoforma, correcting the Certificate of Amendment previously filed with the Delaware Secretary of State on March 10, 2000.

Reasonable Efforts; Notification. (a) Upon Subject to the express provisions of Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including complying in all material respects with all applicable laws and with all rules and regulations of any Governmental Entity, using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Minimum Condition and all the conditions precedent set forth in Article VI VII and in Annex I hereto to be satisfiedsatisfied and to consummate and make effective the Offer, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed if there is a reasonable possibility that defending such actions would result in their dismissal, removal, elimination or termination, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementother Transactions, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyother Transactions. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Parent, Purchaser or any subsidiary or affiliate thereof to take or agree to take any Action of Divestiture (as defined below) which would be reasonably expected either to materially and adversely impact the benefits expected to be derived by Parent as a result of the transactions contemplated hereby or to have a Material Adverse Effect on the business of the Company and its affiliates subsidiaries as currently conducted or as contemplated to make be conducted on a combined basis with the business of Parent and its subsidiaries following the Merger. For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, execute executing or carry carrying out agreements or submit submitting to orders any applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, judgment, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a "Legal Requirement") providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch the Company or the holding separate of the shares of Launch Common Stock or Series B Preferred Stock or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch the Common StockStock or Series B Preferred Stock or (ii) otherwise taking any step to avoid or eliminate any impediment which may be asserted under any Legal Requirement governing competition, monopolies or restrictive trade practices. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of the Company, Parent and Purchaser shall use all reasonable efforts to take, or cause to be taken, all such necessary actions. (b) Launch The Company shall give prompt notice to Yahoo! Parent of (i) any representation or warranty made by it contained the Company in this Agreement becoming that is untrue or inaccurateinaccurate in any material respect at any time from the date hereof to the Effective Time (ii) any condition set forth in Annex I that is unsatisfied in any material respect at any time from the date hereof to the date the Purchaser purchases Shares pursuant to the Offer (except to the extent it refers to a specific date), (iii) any change or event having or which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and (iv) any material failure of the Company or any failure of Launch Representative to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occurhereunder; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementAgreement or the Purchaser Option.

Reasonable Efforts; Notification. (a) Upon Subject to Section 6.1(c) and 6.1(d), and upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 7 and the conditions to the Offer set forth in Annex A to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Offer or the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Offer or the Merger or (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries, in each case, that relates to the consummation of the Offer or the Merger. The Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in each casethis Agreement becoming untrue or inaccurate, such that the events set forth or any failure of Parent or Merger Sub to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent agrees to vote or cause to be voted all shares of Company Common Stock Beneficially Owned by Parent, Merger Sub or their affiliates in favor of the approval and adoption of this Agreement and the approval of the Merger at the Stockholders Meeting.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary necessary, proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations and filings with Governmental Entities, if any) notices and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claim, action, investigation waiver or proceeding by exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act); (iiiii) the obtaining of all necessary necessary, proper or advisable consents, approvals qualifications, approvals, waivers or waivers exemptions from non-governmental third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viii) the execution or and delivery of any additional documents or instruments necessary necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without Transaction Documents. (b) Without limiting the foregoing, Launch (i) each of the Company, Parent and Merger Sub shall use its Board of Directors shallcommercially reasonable efforts to make promptly any required submissions under the HSR Act which the Company or Parent determines should be made, if in each case, with respect to the Merger and the transactions contemplated hereby and (ii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state takeover statute or similar statute foreign Law or regulation is or becomes applicable whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Merger, this Agreement or any Company's business in connection with the consummation of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to minimize the effect of obtain timely any such statute consents, permits, authorizations, approvals or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing waivers. (c) Nothing in this Agreement shall be deemed obligate Parent, Merger Sub or any of their respective Affiliates to require Yahoo! agree (i) to limit in any manner whatsoever or not to exercise any rights of ownership of any securities (including the Shares), or to divest, dispose of or hold separate any securities or all or a portion of their respective businesses, assets or properties or of the business, assets or properties of the Company or any of its affiliates Subsidiaries or (ii) to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of limit in any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on manner whatsoever the ability of Yahoo! or any of its subsidiaries or affiliates such entities (A) to conduct their business respective businesses or own such assets or properties or to acquire, hold conduct the businesses or exercise full rights of ownership own the properties or assets of the shares Company and its Subsidiaries or (B) to control their respective businesses or operations or the businesses or operations of Launch Common Stock.the Company and its Subsidiaries (bd) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent and Merger Sub shall give prompt notice to the Company, of the occurrence, or non-occurrence, of any event the occurrence, or non-occurrence, of which is likely to (i) cause any representation or warranty made by it such party contained in this Agreement becoming (disregarding any materiality qualification contained therein) to be untrue or inaccurate, inaccurate in any material respect if made as of any time at or prior to the Effective Time or (ii) result in any material failure of Launch such party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (e) The Company shall (i) take all actions necessary to ensure that no Antitakeover Law is applicable or becomes operative with respect to the Merger, the Transaction Documents or any other transactions contemplated hereby and thereby and (ii) if any Antitakeover Law is applicable or becomes operative with respect to the Merger, the Transaction Documents or any other transaction contemplated herby and thereby, take all actions necessary to ensure that the Merger and any other transactions contemplated by the Transaction Documents may be consummated as promptly as practicable on the terms contemplated hereby and thereby and otherwise to minimize the effect of such Laws on the Merger and the other transactions contemplated by the Transaction Documents. (f) Parent shall vote or cause to be voted all of the Shares owned by it (and any of its controlled Affiliates) at the Company Stockholders Meeting in favor of the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement, and any action required in furtherance thereof. Parent shall use its reasonable best efforts (i) cause each of GlaxoSmithKline plc and its Subsidiaries that are not controlled by Parent and that own Common Shares to vote all of the Shares owned by it at the Company Stockholders Meeting in favor of the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement, and any action required in furtherance thereof and (ii) to obtain, prior to the date of filing of the Proxy Statement, the written agreement of such Persons to vote all of the Shares owned by such Person in such manner.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Sub agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations approvals or waivers from Governmental Entities and the making of all necessary registrations, declarations other third parties and filings (including registrations, declarations and filings with Governmental Entities, if anyiii) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require , (v) the defending of any party to waive of exercise any right hereunder which is waivable lawsuits or exercisable in the sole discretion of such party. In connection with and without limiting the foregoingother legal proceedings, Launch and its Board of Directors shalljudicial or administrative, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, challenging this Agreement or the consummation of the transactions contemplated hereby or thereby, including the using of all commercially reasonable efforts necessary to lift, rescind or mitigate the effect of any injunction or restraining order or other order adversely affecting the ability of any party hereto to consummate the transactions contemplated hereby, (vi) the using of all commercially reasonable efforts to fulfill all conditions to the obligations of Parent (including obtaining any financing necessary to consummate the Merger), Sub or the Company pursuant to this Agreement, and (vii) the using of all commercially reasonable efforts to prevent, with respect to a threatened or pending temporary, preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order, the entry, enactment or promulgation thereof, as the case may be; provided, however, that Parent shall not be obligated to take any action pursuant to the foregoing if the taking of such action or the obtaining of any waiver, license, consent, approval or exemption is reasonably likely to be materially burdensome to Parent and its subsidiaries taken as a whole or to impact in a materially adverse manner the economic or business benefits of the transactions contemplated by this Agreement, use all reasonable efforts Agreement so as to ensure that render inadvisable the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect consummation of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt written notice to Yahoo! Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) Agreement or (fiii) the occurrence of Annex I hereto would occurany change or event having, or which insofar as can reasonably be foreseen to have, a Material Adverse Effect on the Company; provided, however, that no such notification shall (A) affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementAgreement or (B) limit or otherwise affect the remedies available hereunder to the party receiving such notice.

Reasonable Efforts; Notification. (a) 6.8.1 Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch each Party, and its Board respective board of Directors directors and each Party and its managers, members, directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! any of the Parties to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch 6.8.2 FPI shall give prompt notice to Yahoo! FPM upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of FPI to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. 6.8.3 FPM shall give prompt notice to FPI upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch FPM to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Section 7 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable (subject to any applicable Legal Requirements) to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 7 to be satisfied, ; (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid defending any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, Legal Proceeding challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viii) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Promptly after the date hereof, the Company shall give all notices required to be given to third parties in connection with the transactions contemplated hereby, and the Company shall obtain prior to the Closing all consents identified or required to be identified in Section 2.5 of the Company Disclosure Schedule. (c) Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, will give prompt notice to Yahoo! the other of (i) any representation notice or warranty made by it contained in this Agreement becoming untrue or inaccurate, or other communication from any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such Person alleging that the events set forth consent of such Person is or may be required in paragraphs connection with the Merger; (dii) any notice or other communication from any Governmental Entity in connection with the Merger; and (fiii) of Annex I hereto would occur; providedany Legal Proceeding relating to, however, that no such notification shall affect involving or otherwise affecting the representations, warranties, covenants or agreements consummation of the parties Merger or the conditions to the obligations of the parties under this Agreementother transactions contemplated hereby.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, actionsuit, action arbitration, dispute, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, arbitrations, disputes, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates subsidiaries or Affiliates shall be under any obligation to consent or otherwise agree to, or to make proposals, execute proposals to sell or carry out agreements otherwise dispose or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Affiliates or the holding Company, or hold separate the Company Common Stock (or shares of stock of the shares of Launch Common Stock Surviving Corporation), or imposing or seeking to impose any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates Affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. The Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 7.2 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.3 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and the Company and their subsidiaries and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, the Company shall, and shall cause its subsidiaries to, consult with Parent on all strategic and operational matters to the extent such consultation is not in violation of Applicable Law, including laws regarding exchange of information and other laws regarding competition. Subject to the foregoing limitations, the Company will, and will cause its subsidiaries to, make available to Parent at its facilities and those of its subsidiaries, where determined by Parent to be appropriate and necessary, office space in order to assist in observing all operations and reviewing all matters concerning the affairs of the Company.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch shall Each of the Company and Parent will give prompt notice to Yahoo! the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger or any of the other transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the Merger or any of the other transactions contemplated by this Agreement. The Company shall give prompt written notice to Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any material respect, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt written notice to the Company of any representation or warranty made by it or Merger Sub contained in each casethis Agreement becoming untrue or inaccurate in any material respect, such that the events set forth or any failure of Parent or Merger Sub to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for the purchase of shares of Company Common Stock pursuant to the CGCL.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI ARTICLE 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) the execution or delivery by Company officers of any filings with the Internal Revenue Service under Internal Revenue Code §9100 or with any other Governmental Entity which filings Parent reasonably determines to be necessary to maximize and secure tax attributes of Company or the Surviving Corporation, and (vvi) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its subsidiaries or affiliates shall be under any obligation to consent or otherwise agree to, or to make proposals, execute proposals to sell or carry out agreements otherwise dispose or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company, or hold separate the holding separate Company Common Stock (or shares of stock of the shares of Launch Common Stock Surviving Corporation), or imposing or seeking to impose any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any material respects, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and their subsidiaries and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall, and shall cause its subsidiaries to, consult with Parent on all strategic and operational matters to the extent such consultation is not in violation of applicable law, including laws regarding exchange of information and other laws regarding competition. Subject to the forgoing limitations, Company will, and will cause its subsidiaries to, make available to Parent at its facilities and those of its subsidiaries, where determined by Parent to be appropriate and necessary, office space in order to assist in observing all operations and reviewing all matters concerning the affairs of Company.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, except to the extent otherwise required by United States regulatory considerations and otherwise provided in this Section 5.5, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Merger, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments (including any required supplemental indentures) necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, by this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch each of the Company and Parent and its respective Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement (ii) if any state takeover statute or any of similar statute or regulation becomes applicable to the transactions contemplated by this AgreementMerger, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the MergerMerger and (iii) cooperate with each other in the arrangements for refinancing any indebtedness of, this Agreement or obtaining any necessary new financing for, the Company and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockSurviving Corporation. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, inaccurate in any respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, representations or warranties or covenants or agreements of the parties or the conditions to the obligations of the parties hereunder. (i) Each of the parties hereto shall file a premerger notification and report form under the HSR Act with respect to the Merger as promptly as reasonably possible following execution and delivery of this Agreement. Each of the parties agrees to use reasonable efforts to promptly respond to any request for additional information pursuant to Section (e)(1) of the HSR Act. (ii) The Company will furnish to Parent and Sub copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Company HSR Documents")) between the Company, or any of its respective representatives, on the one hand, and any Governmental Entity, or members of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Merger; provided, however, that (x) with respect to documents and other materials filed by or on behalf of the Company with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by Parent and Sub, copies will not be required to be provided to Parent and Sub and (y) with respect to any Company HSR Documents (1) that contain any information which, in the reasonable judgment of Vinson & Elkins L.L.P., xxxxxx nox xx furnished to Parent or Sub because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of the Company to furnish any such Company HSR Documents to Parent and Sub shall be satisfied by the delivery of such Company HSR Documents on a confidential basis to Fulbright & Jaworski L.L.P. pursuant xx a confidentiality agreement in form and substance reasonably satisfactory to Parent. Except as otherwise required by United States regulatory considerations, Parent and Sub will furnish to the Company copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof (collectively, "Parent HSR Documents")) between Parent, Sub or any of their respective representatives, on the one hand, and any Governmental Entity, or member of the staff of such agency or authority, on the other hand, with respect to this Agreement or the Merger; provided, however, that (x) with respect to documents and other materials filed by or on behalf of Parent or Sub with the Antitrust Division of the Department of Justice, the Federal Trade Commission, or any state attorneys general that are available for review by the Company, copies will not be required to be provided to the Company, and (y) with respect to any Parent HSR Documents (1) that contain information which, in the reasonable judgment of Fulbright & Jaworski L.L.P., should xxx xx furnished to the Company because of antitrust considerations or (2) relating to a request for additional information pursuant to Section (e)(1) of the HSR Act, the obligation of Parent and Sub to furnish any such Parent HSR Documents to the Company shall be satisfied by the delivery of such Parent HSR Documents on a confidential basis to Vinson & Elkins L.L.P. xxxsuaxx xx a confidentiality agreement in form and substance reasonably satisfactory to the Company. (iii) At the election of Parent, the Company and Parent shall use reasonable efforts to defend all litigation under the Federal or state antitrust laws of the United States which if adversely determined would, in the reasonable opinion of Parent (based on the advice of outside counsel), be likely to result in the failure of the condition set forth in Section 6.2(h) not being satisfied, and to appeal any order, judgment or decree, which if not reversed, would result in the failure of such condition. Notwithstanding the foregoing, nothing contained in this Agreement shall be construed so as to require Parent, Sub or the Company, or any of their respective subsidiaries or affiliates, to sell, license, dispose of, or hold separate, or to operate in any specified manner, any assets or businesses of Parent, Sub, the Company or the Surviving Corporation (or to require Parent, Sub, the Company or any of their respective subsidiaries or affiliates to agree to any of the foregoing). The obligations of each party under Section 5.5(a) to use reasonable efforts with respect to antitrust matters shall be limited to compliance with the reporting provisions of the HSR Act and with its obligations under this AgreementSection 5.5(c).

Reasonable Efforts; Notification. (a) Upon Subject to the express provisions of Section 5.2 hereof and upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including complying in all material respects with all applicable laws and with all rules and regulations of any Governmental Entity, using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the Minimum Condition and all the conditions precedent set forth in Article VI VII and in Annex I hereto to be satisfiedsatisfied and to consummate and make effective the Offer, the Merger and the other Transactions, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedreversed if there is a reasonable possibility that defending such actions would result in their dismissal, removal, elimination or termination, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated byTransactions, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementother Transactions, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyother Transactions. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Parent, Purchaser or any subsidiary or affiliate thereof to take or agree to take any Action of Divestiture (as defined below) which would be reasonably expected either to materially and adversely impact the benefits expected to be derived by Parent as a result of the transactions contemplated hereby or to have a Material Adverse Effect on the business of the Company and its affiliates subsidiaries as currently conducted or as contemplated to make be conducted on a combined basis with the business of Parent and its subsidiaries following the Merger. For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, execute executing or carry carrying out agreements or submit submitting to orders any applicable federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, order, judgment, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (a "Legal Requirement") providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch the Company or the holding separate of the shares of Launch Common Stock or Series B Preferred Stock or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch the Common Stock. Stock or Series B Preferred Stock or (bii) Launch shall give prompt notice otherwise taking any step to Yahoo! avoid or eliminate any impediment which may be asserted under any Legal Requirement governing competition, monopolies or restrictive trade practices. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements proper officers and directors of the parties Company, Parent and Purchaser shall use all reasonable efforts to take, or the conditions cause to the obligations of the parties under this Agreementbe taken, all such necessary actions.

Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this AgreementSection 4.5(b) below, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all other actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all other things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicablepracticable the Purchase, the Merger Offer and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all other necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting . (b) Notwithstanding the foregoing, Launch promptly following the date hereof, Purchaser and its Board of Directors shallthe Company agree to fully cooperate with one another and shall each use their reasonable best efforts to identify the detailed steps, if any state takeover statute actions, documents and procedures necessary or similar statute or regulation is or becomes applicable desirable to effect the MergerOffer, this Agreement or any the registration of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger Registrable Shares and the other transactions contemplated by this Agreement may be consummated Agreement, and shall negotiate in good faith such amendments or additions to Sections 2.1(a) and Sections 2.1(c) through (j) of this Agreement, whether required by Law or otherwise, as promptly as practicable on the terms parties shall agree are necessary or advisable to effect the transactions contemplated by this Agreement in the most expeditious manner possible. (c) Between the date hereof and otherwise the earlier to minimize occur of the effect Closing Date and the termination of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein pursuant to the contrarySection 5.1 hereof, nothing in each party to this Agreement shall be deemed promptly notify the other parties to require Yahoo! or any this Agreement of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwisei) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement or the Deed of Warranty becoming untrue or inaccurate, inaccurate in any respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied by it under this Agreement, in each case, such that Agreement or the events set forth in paragraphs (d) or (f) Deed of Annex I hereto would occurWarranty; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement or the Deed of Warranty. (d) Each party to this Agreement shall give prompt notice to the other parties to this Agreement of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement and (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Selling Parties shall give prompt notice to Yahoo! HI Metals, and HI Metals shall give prompt notice to Selling Parties, of (i) any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurateinaccurate in any material respect, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Purezza and its Board board of Directors directors and the Affiliated Companies and any Subsidiaries and the Members shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Purezza or any Affiliated Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch The Affiliated Companies and Members shall give prompt notice to Yahoo! of Purezza upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch the Affiliated Companies or Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VII would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Purezza shall give prompt notice to the Affiliated Companies and Members upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Purezza to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Acquisition agrees (and shall cause their respective subsidiaries) to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: without limitation (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require Agreement and (iv) the defending of any party to waive of exercise any right hereunder which is waivable lawsuits or exercisable in the sole discretion of such party. In connection with and without limiting the foregoingother legal proceedings, Launch and its Board of Directors shalljudicial or administrative, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, challenging this Agreement or any the consummation of the transactions contemplated by this Agreementhereby or thereby, use including the using of all reasonable best efforts necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize lift, rescind or mitigate the effect of such statute any injunction or regulation on restraining order or other order adversely affecting the Merger, this Agreement and ability of any party hereto to consummate the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt written notice to Yahoo! Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any Material Respect, or any as defined in Section 8.3(c), (ii) the failure of Launch by it to comply with or satisfy in any material respect Material Respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iii) the occurrence of an event or events which individually or in each casethe aggregate, such that the events set forth in paragraphs (d) is reasonably likely to have a Company Material Adverse Effect, or (fiv) the commencement of Annex I hereto would occur; providedor, however, that no such notification shall affect to the representations, warranties, covenants or agreements extent the Company has knowledge of the parties threat of, any litigation involving or affecting the Company or any subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company or any subsidiary, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which directly relates to the consummation of the Merger, or any material development in connection with any litigation disclosed by the Company in or pursuant to this Agreement or the conditions Company SEC Reports. Each of Parent, Acquisition and the Company hereby represent that, other than as previously disclosed to each other on the obligations Disclosure Schedule (which disclosures shall not constitute a breach), as of the parties under date hereof they do not have any actual knowledge of a breach of the representations and warranties being made by such other party pursuant to this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including without limitation those set forth in Section 6.2(c), each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, effective in the most an expeditious manner practicablemanner, the Merger Mergers and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates affiliates, Company or Launch Title or the holding separate of the shares of Launch Company Common Stock or Title Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common Stock or Title Common Stock. (b) Launch Each of Company, Title and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with either of the Mergers, (ii) any notice or other communication from any Governmental Entity in connection with either of the Mergers, (iii) any litigation relating to, involving or otherwise affecting Company, Title, Parent or their respective subsidiaries that relates to the consummation of either of the Mergers. Each of Company and Title shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any material respect, or any failure of Launch Company or Title to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 7.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company and Title of any representation or warranty made by it or Merger Sub 1 or Merger Sub 2 contained in this Agreement becoming untrue or inaccurate in any material respect, or any failure of Parent or Merger Sub 1 or Merger Sub 2 to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be required by this Agreement to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; providednot be satisfied, howeverPROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by Transactions, including (i) in the case of Parent, the obtaining of all necessary approvals under any applicable Gaming Laws required in connection with this Agreement, including using commercially reasonable efforts to accomplish the following: (i) Merger and the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedother Transactions, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions to be performed or consummated by such party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions to be performed or consummated by such party in accordance with the terms of this Agreement and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (x) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (y) if any state takeover statute or similar statute or regulation becomes applicable to any of the transactions contemplated by Transaction or this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockTransactions. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company’s assets or limits on the Company’s freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations or to remove any impediments to the Merger relating solely to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order (“Antitrust Laws”) or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating solely to Antitrust Laws.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger or (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in each casethis Agreement becoming untrue or inaccurate, such that the events set forth or any failure of Parent or Merger Sub to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal or purchase rights pursuant to Delaware Law or California Law, respectively.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation (i) to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) imposing or seeking to impose or confirm any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall use its commercially reasonable efforts to consult with Parent on material strategic and operational matters to the extent such consultation is not in violation of applicable law, including laws regarding exchange of information and other laws regarding competition.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to use its reasonable efforts to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, including but not limited to those set forth in Section 4.1(d) of the Company Disclosure Letter, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement or any of the other transactions contemplated by this Agreement and (B) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, or any other transaction contemplated by this Agreement, use take all reasonable efforts action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the MergerOffer, this Agreement the Merger and the other transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in by this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAgreement. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent shall give prompt notice to the Company, of: (i) the breach of any material representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants covenants, or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions Transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from any Governmental Entities Entity and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with any Governmental EntitiesEntity, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions Transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions Transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided provided, however, that nothing contained in this Section 6.6 connection with any filing or submission or other action required to be made or taken by any Party to effect the Merger and all other Transactions contemplated hereby, the Company shall require not without the prior written consent of Parent commit to any party divestiture transaction and Parent shall not be required to waive of exercise divest or hold separate or otherwise take or commence to take any right hereunder which is waivable or exercisable action that, in the sole reasonable discretion of such partyParent, limits in any material respect its freedom of action with respect to, or its ability to retain, the Company or any of its affiliates or any material portion of the assets of the Company. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions other Transactions contemplated by this Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger or this Agreement or any other transaction contemplated by this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions Transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions other Transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in by this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAgreement. (b) Launch Each of the Company, Parent and Merger Sub shall give prompt notice to Yahoo! the other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement becoming untrue or inaccurateinaccurate in any respect (including in the case of representations or warranties receiving knowledge of any fact, event or circumstance which may cause any representation qualified as to the knowledge to be or become untrue or inaccurate in any respect) or (ii) the failure of Launch by them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) 6.10.1 Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI SECTION 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Each Party, and its Board respective board of Directors directors and each Party and its managers, members, directors, officers and Shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! any of the Parties to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch 6.10.2 Ironclad shall give prompt notice to Yahoo! of EUTA upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch Ironclad to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto SECTION 7 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. 6.10.3 EUTA shall give prompt notice to Ironclad upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of EUTA to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in SECTION 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Common Company Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockCompany Capital Stock (or shares of stock of the Surviving Corporation). (b) Launch Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in each casethis Agreement becoming untrue or inaccurate, such that the events set forth or any failure of Parent or Merger Sub to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal rights pursuant to Section 262 of the DGCL and any other applicable law.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable best efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the preparation and filing of the (preliminary and final) Proxy Statement and Schedule 13E-3, (iii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities (including with respect to antitrust matters, if required) and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiiiv) the obtaining of all necessary consents, approvals or waivers from third parties, including but not limited to, the holders of all Company Options and Company Warrants, (ivv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyhereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (vvi) the execution or delivery of any additional instruments and taking of such other actions necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any Agreement as may be reasonably requested by the other party to waive this Agreement. The Company shall further use its commercially reasonable best efforts to obtain all consents, approvals, agreements, extensions or other waivers of exercise rights necessary to ensure that all leases and other Material Contracts of the Company remain in full force and effect for the benefit of the Surviving Corporation after the Effective Time on substantially the same terms and conditions as in effect on the date hereof (without any right hereunder which is waivable increase in amounts payable thereunder). (b) Each of the Company and Acquisition LLC will give prompt notice to the other of (i) any notice or exercisable in other communication from any person alleging that the sole discretion consent of such party. In person is or may be required in connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreementhereby, use all reasonable efforts to ensure that (ii) any notice or other communication from any Governmental Entity in connection with the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on hereby, (iii) any litigation relating to, involving or otherwise affecting the terms contemplated by this Agreement and otherwise Company, Acquisition LLC or their respective subsidiaries that relates to minimize the effect consummation of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt notice to Yahoo! Acquisition LLC of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, such that the conditions set forth in each caseArticle VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Acquisition LLC shall give prompt notice to the Company of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Acquisition LLC to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VII would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms -------------------------------- and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto or Article VII would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Annex I or Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch Company or any of its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, or any material adverse event involving its business or operations; provided, however, that no such notification shall affect the -43- 48 representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiincluding, in the case of Parent, agreeing to take or to refrain from taking any action as may be required by a Governmental Entity in connection with obtaining expiration of the applicable waiting period under the HSR Act, provided that neither Parent nor any Parent Subsidiary shall be required to take or to refrain from taking any action if to so take or refrain from taking such action is, or would reasonably be expected to be adverse and material in relation to the business, assets, liabilities, condition (financial or otherwise), prospects or results of operations of the Company, the Company Subsidiaries, and Ingalls Shipbuilding, Inc., taken as a whole), (ii) the obtaining of all necessary axx xxxxssary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such partyTransaction Agreements. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, Transactions or this Agreement or any of other Transaction Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the transactions contemplated by Transactions or this Agreement or any other Transaction Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyTransaction Agreements. Notwithstanding anything herein Except to the contraryextent provided in clause (i) of the first sentence of this paragraph (a), nothing notwithstanding anything to the contrary contained in this Agreement any Transaction Agreement, the "reasonable efforts" of Parent shall be deemed not require Parent to require Yahoo! or agree to any of its affiliates to make proposalsprohibition, execute or carry out agreements or submit to orders providing for the sale limitation or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate requirement of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stocktype set forth in Section 7.2(c). (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this any Transaction Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this any Transaction Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementthe Transaction Agreements.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Selling Parties shall give prompt written notice to Buyer, and Buyer shall give prompt notice to Yahoo! the Selling Parties, of (i) any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurateinaccurate in any material respect, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Selling Parties shall give prompt notice to Yahoo! HIG, and HIG shall give prompt notice to the Selling Parties, of (i) any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurateinaccurate in any material respect, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to will use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and use reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things which to its Knowledgeknowledge are necessary, proper or advisable to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the followingincluding: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all other necessary actions or nonactionsactions, non-actions, waivers, consents, approvals, orders and authorizations permits from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings filings; (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, ; and (viii) the execution or and delivery of any additional instruments certificates, agreements, instruments, reports, schedules, statements, consents, documents and information necessary to consummate the transactions contemplated byby this Agreement. (b) If, in order to properly prepare documents required to be filed with governmental authorities, it is necessary that either Seller or Buyer be furnished with additional information relating to the Business, the Purchased Assets or the Assumed Liabilities, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which such information is waivable or exercisable in the sole discretion possession of the other party, such party agrees to use commercially reasonable efforts to furnish such information in a timely manner to such other party. In connection with , at the cost and without limiting expense of the foregoingparty being furnished such information. (c) Except as required by Law, Launch and its Board each party hereto shall promptly inform the other of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or communication from any Governmental Entity regarding any of the transactions contemplated by this Agreement, use all reasonable efforts . If any party hereto or Affiliate thereof receives a request for additional information or documentary material from any such Governmental Entity with respect to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise Agreement, then such party will use its reasonable efforts to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccuratemake, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement cause to be complied made, as soon as reasonably practicable and after consultation with or satisfied by it under this Agreementthe other party, an appropriate response in each case, compliance with such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreementrequest.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner as promptly as practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and other transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, hereby and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice Each party shall, subject to Yahoo! applicable Law, (i) promptly notify the other party of any representation or warranty made by it contained in written communication to that party from any Governmental Entity with respect to this Agreement becoming untrue and the Merger and permit the other party to review in advance any proposed written communication to the foregoing, (ii) consult with the other parties in advance with respect to, and gives the other party the opportunity to attend and participate at, any substantive meeting or inaccuratediscussion with any Governmental Entity in respect of any filings, investigation or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under inquiry concerning this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Agreement or the conditions Merger and (iii) unless subject to any applicable privilege, furnish the obligations other party with copies of all correspondence, filings, and written communications between them and their respective representatives on the parties under one hand and any Governmental Entity on the other hand, with respect to this AgreementAgreement and the Merger.

Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreementfiduciary duties of their respective Boards of Directors, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iii) the preparation, filing and dissemination of the Registration Statement and the Prospectus/Proxy Statement, and (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Notwithstanding anything to the contrary in Section 7.1(a)(i) neither Parent nor any of its subsidiaries shall be required to divest, or cause or permit the Company or its affiliates to divest, any of their respective businesses, product lines or assets, or to make or agree to take any other action or agree to any limitation that could reasonably be expected to have a material adverse effect on the value, condition (financial or otherwise), prospects, business or results of operations of Parent and its subsidiaries taken as a whole or of the Company or all such entities taken together, and neither Parent or Merger Subsidiary shall be required to waive any of the conditions to the Merger set forth in Article VIII. (c) Each party shall give prompt notice to Yahoo! the other party of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, inaccurate in any respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied compiled with or satisfied ratified by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (d) The Company shall give prompt notice to Parent, and Parent or Merger Subsidiary shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 4.1(m) or Section 4.2(f) or which relate to the consummation of the transactions contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation (i) to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation), or (ii) imposing or seeking to impose or confirm any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated hereby, (ii) any notice or other 44 communication from any Governmental Entity in connection with the transactions contemplated hereby, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to the consummation of the transactions contemplated hereby. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto or Article VII would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Annex I or Article VII would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger practicable and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Seller and Company shall give prompt notice to Yahoo! of Purchaser upon becoming aware that any representation or warranty made by it Seller or Company contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch Company or Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (dSection 7.3(a) or (f7.3(b) of Annex I hereto would occurnot be satisfied; provided, however, that no such -------- ------- notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Purchaser shall give prompt notice to Company upon becoming aware that any representation or warranty made by Purchaser contained in this Agreement has become untrue or inaccurate, or of any failure of Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 7.2(a) or 7.2(b) would not be satisfied; provided, however, that no such notification shall affect the -------- ------- representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement, including SECTION 8.8, each of the parties hereto agrees to cooperate with each other and use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate in each case consistent with the other parties in doingfiduciary duties of their respective Boards of Directors, all things necessary, proper or advisable (i) under applicable laws and regulations to consummate and make effective, in effective the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement as soon as reasonably practicable, including to obtain all necessary waivers, consents and approvals, to effect all necessary registrations and filings (including, but not limited to, filings with all applicable Governmental Entities) and (ii) to lift any injunction or other legal bar to the Merger as soon as reasonably practicable (and, in such case, to proceed with the Merger as expeditiously as possible); provided, however, that notwithstanding anything to the contrary in this Agreement, including using commercially reasonable efforts neither Parent nor Sub shall be in any way obligated to accomplish take any action in order to obtain the followingtermination of the waiting period under the HSR Act, except as provided in EXHIBIT D. (b) Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions occurrence or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending non-occurrence of any suitsevent of which it has knowledge, claims, actions, investigations the occurrence or proceedings, whether judicial non-occurrence of which would cause (A) any representations or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it warranties contained in this Agreement becoming to be untrue or inaccurateinaccurate in any material respect, (B) any of its covenants, conditions or agreements contained in this Agreement not to be complied with or satisfied or (C) a need to supplement the Proxy Statement; and (ii) any failure of Launch Parent or the Company, as the case may be, to comply with or satisfy in any material respect any covenantof its covenants, condition conditions or agreement agreements to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occurhereunder; provided, however, that no such notification the delivery of any notice pursuant to this SECTION 8.7 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreementparty receiving such notice.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common Stock. Stock (b) Launch shall give prompt notice to Yahoo! or shares of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements stock of the parties or the conditions to the obligations of the parties under this AgreementSurviving Corporation).

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the followingwithout limitation: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactionsactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the Transactions, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution executing or delivery of delivering any additional instruments reasonably necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Buyer and its Board board of Directors directors and Company and its manager shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement Transactions or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger consummation of the Transactions and the other transactions contemplated by efficacy of this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Buyer or Company to agree to any divestiture by itself or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) equity interests of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and equity interests. (b) Launch Company and Members shall give prompt notice to Yahoo! of Buyer upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch Company or Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article 7 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Buyer shall give prompt notice to Company and Members upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementhereby, including using commercially reasonable efforts to accomplish the following: including, without limitation (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Acquisition Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) Agreement or (fiii) of Annex I hereto would occurany Material Adverse Effect with respect to it; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking observance of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) applicable waiting periods and the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesPersons, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; provided provided, however, that nothing contained Parent or any of its affiliates shall not be required to (A) take or refrain from taking any action or agree to any restriction or condition (including any sales, divestitures, dispositions or changes in this Section 6.6 shall require business practice) with respect to any party to waive of exercise the existing or future assets or operations of the Company or any right hereunder which is waivable of the Company Subsidiaries that would, individually or exercisable in the sole discretion aggregate, reasonably be expected to have a Company Material Adverse Effect or (B) agree to, or proffer to, divest or hold separate any assets or any portion of such partyany business of Parent or any of its affiliates (other than the Company or any of the Company Subsidiaries), in each case in order to resolve any objection to the Transactions raised by any United States Federal, state or local Governmental Entity. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (B) if any state takeover statute or any of the transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockTransactions. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent, Holdings or Merger Sub shall give prompt notice to the Company, either orally or in writing, of (i) any representation or warranty made by it contained in this Agreement becoming untrue untrue, unless the failure of any such representation or inaccuratewarranty to be true would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect or Parent Material Adverse Effect, as applicable, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, unless such failure would not reasonably be expected to, individually or in each casethe aggregate, such that the events set forth in paragraphs (d) have a Company Material Adverse Effect or (f) of Annex I hereto would occurParent Material Adverse Effect, as applicable; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, unless, to the extent permitted by Section 5.02(b), the Board of Directors of the Company (or a committee thereof) approves or recommends another takeover proposal, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrationsnotifications, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such partyOperative Agreements. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (i) take all reasonable action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this any Operative Agreement or any of the transactions contemplated by this Agreementother Transactions and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Merger, use any Operative Agreement or any other Transaction, take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement the Operative Agreements and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement Merger and the transactions contemplated herebyother Transactions. Notwithstanding anything herein to the contraryforegoing, nothing in this Agreement shall be deemed to require Yahoo! the Board of Directors of the Company (or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwisecommittee thereof) of shall not be prohibited from taking any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockaction permitted by Section 5.02(b). (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially all reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI Section 8 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Buyer nor any of its affiliates Affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Buyer or any of its affiliates or Launch Affiliates or the holding separate of any of the shares of Launch Common Stock Assets or imposing or seeking to impose any limitation on the ability of Yahoo! Buyer or any of its subsidiaries or affiliates Affiliates to conduct the Business or their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAssets upon and after the Closing. (b) Launch Each of Seller and Buyer will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement, (iii) any litigation relating to, involving or otherwise affecting Buyer or any of Buyer's subsidiaries that relates to the consummation of the transactions contemplated by this Agreement. Seller shall give prompt notice to Yahoo! Buyer of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Buyer shall give prompt notice to Seller of any representation or warranty made by it contained in each casethis Agreement becoming untrue or inaccurate, such that the events set forth or any failure of Buyer to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner reasonably practicable, the Merger Closing, and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Seller shall give prompt notice to Yahoo! HIG, and HIG shall give prompt notice to Seller, of (i) any representation or warranty made by it such party contained in this Agreement becoming that has become untrue or inaccurateinaccurate in any material respect, or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall not, in and of itself, excuse or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreementhereof, each of the parties agrees hereto will (i) make promptly its respective filings, and thereafter make any other required submissions, under the HSR Act, the Securities Act and the Exchange Act, with respect to the Transactions and (ii) use its commercially all reasonable efforts to take, or cause to be taken, all actionsappropriate action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to satisfy the conditions to the Offer and the Merger and to consummate and make effective, in effective the most expeditious manner practicable, Transactions. In case at any Time after the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts Effective Time any further action is necessary or desirable to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any , the proper officers and directors of each party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any will use all reasonable efforts to take all such action. (b) Parties hereby agree that they will, and they will cause each of the transactions contemplated by this Agreementtheir respective affiliates to, use all reasonable efforts to ensure that obtain any government clearances required for completion of the Offer and the Merger (including through compliance with the HSR Act), to respond to any government requests for information, and to contest and resist any action, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed or overturned any decree, judgment, injunction or other order (whether temporary, preliminary or permanent) (an "Order") that restricts, prevents or prohibits the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect consummation of such statute or regulation on the Merger, this Agreement including by vigorously pursuing all available avenues of administrative and the transactions contemplated herebyjudicial appeal. Notwithstanding anything herein the foregoing, in no event shall the Parent, Purchaser or the Surviving Corporation be required to divest any of their respective 42 44 assets or agree to any restriction in their businesses as currently or proposed to be conducted. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to the contrary, nothing in this Agreement shall be deemed to require Yahoo! HSR Act or any of its affiliates to make proposalsother federal, execute state or carry out agreements foreign antitrust or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockfair trade law. (bc) Launch Each of the Company, Parent and Purchaser shall give prompt notice to Yahoo! the other of (i) any representation of their representations or warranty made by it warranties contained in this Agreement becoming untrue or inaccurateinaccurate in any respect (including in the case of representations or warranties receiving knowledge of any fact, event or circumstance which may cause any representation qualified as to the knowledge to be or become untrue or inaccurate in any respect) or (ii) the failure of Launch by them to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch each of Synergy and Callisto and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall be deemed to require Yahoo! Synergy or Callisto or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates to make proposals, execute of shares of capital stock or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or own such assets businesses or to acquire, hold own or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch Callisto shall give prompt notice to Yahoo! of Synergy upon becoming aware that any representation or warranty made by it contained Callisto in this Agreement becoming has become untrue or inaccurate, or any failure of Launch that Callisto has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (dSection 6.3(a) or (fSection 6.3(b) of Annex I hereto hereof would occur; not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Callisto, or the conditions to the obligations of the parties under this Agreement. (c) Synergy shall give prompt notice to Callisto upon becoming aware that any representation or warranty made by Synergy in this Agreement has become untrue or inaccurate, or that Synergy has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or Section 6.2(b) hereof would not be satisfied, provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of Synergy, or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VI ARTICLE 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all commercially reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (v) the execution or delivery by Company officers of any filings with the Internal Revenue Service under Internal Revenue Code Section 9100 or with any other Governmental Entity which filings Parent reasonably determines to be necessary to maximize and secure tax attributes of Company or the Surviving Corporation, and (vvi) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its subsidiaries or affiliates shall be under any obligation to consent or otherwise agree to, or to make proposals, execute proposals to sell or carry out agreements otherwise dispose or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company, or hold separate the holding separate Company Common Stock (or shares of stock of the shares of Launch Common Stock Surviving Corporation), or imposing or seeking to impose any limitation or regulation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to freely conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch Each of Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting Company, Parent or their respective subsidiaries that relates to or may reasonably be expected to affect, the consummation of the Merger. Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any material respects, or any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) Section 6.3 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or (f) agreements of Annex I hereto the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to Company of any representation or warranty made by it or Merger Sub contained in this Agreement becoming untrue or inaccurate, or any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) In order to facilitate the integration of the operations of Parent and Company and their subsidiaries and to permit the coordination of their related operations on a timely basis, and in an effort to accelerate the earliest time possible following the Effective Time the benefits expected to be realized by the parties as a result of the Merger, Company shall, and shall cause its subsidiaries to, consult with Parent on all strategic and operational matters to the extent such consultation is not in violation of applicable law, including laws regarding exchange of information and other laws regarding competition. Subject to the forgoing limitations, Company will, and will cause its subsidiaries to, make available to Parent at its facilities and those of its subsidiaries, where determined by Parent to be appropriate and necessary, office space in order to assist in observing all operations and reviewing all matters concerning the affairs of Company.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to hereto shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including including, without limitation, using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts actions necessary to cause the conditions precedent set forth in Article VI hereof to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities Entities, and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) ), and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties which may be required or desirable as a result of, or in connection with, the transactions contemplated by this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including including, without limitation, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional certificates, instruments and other documents necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch each of Twin Vee Co. and Twin Vee Inc. and its respective Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all commercially reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrarycontrary in this Agreement, nothing in this Agreement shall be deemed to require Yahoo! Twin Vee Co. or Twin Vee Inc. or any subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates to make proposals, execute of shares of capital stock or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or own such assets businesses or to acquire, hold own or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch Twin Vee Inc. shall give prompt notice to Yahoo! of Twin Vee Co. upon becoming aware that any representation or warranty made by it contained Twin Vee Inc. in this Agreement becoming has become untrue or inaccurate, or any failure of Launch that Twin Vee Inc. has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (dSection 6.3(a) or (fSection 6.3(b) of Annex I hereto hereof would occur; not be satisfied, provided, howeverhowever , that no such notification shall affect the representations, warranties, covenants or agreements of the parties Twin Vee Inc., or the conditions to the obligations of the parties under this Agreement. (c) Twin Vee Co. shall give prompt notice to Twin Vee Inc. upon becoming aware that any representation or warranty made by Twin Vee Co. in this Agreement has become untrue or inaccurate, or that Twin Vee Co. has failed to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or Section 6.2(b) hereof would not be satisfied, provided, however , that no such notification shall affect the representations, warranties, covenants or agreements of Twin Vee Co., or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each Each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the other transactions contemplated by this Agreement and the Tender Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from Governmental Entities and third parties, (ivii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation preparation of the transactions contemplated herebyForm S-4, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthe Offer Documents, and the Schedule 14D-9, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockTender Agreement. (b) Launch The Company shall give prompt notice to Yahoo! BioShield, and BioShield shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, inaccurate in any material respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to BioShield, and BioShield shall give prompt notice to the Company, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement or the Tender Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or the Tender Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it or any of its subsidiaries which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 4.1 or 4.2 or which relate to the consummation of the transactions contemplated by this Agreement or the Tender Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of Parent, Merger Sub and the parties Company agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to fulfill all conditions applicable to such party pursuant to this Agreement and to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreementthe Transaction Documents, including using commercially reasonable efforts to accomplish the following: (i) the taking of obtaining all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiednecessary, (ii) the obtaining of all necessary proper or advisable actions or nonactionsnon-actions, waivers, consents, approvals, orders qualifications and authorizations approvals from Governmental Entities and the making of all necessary necessary, proper or advisable registrations, declarations filings and filings (including registrations, declarations notifications and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suitobtain an approval, claimclearance, actionnon-action letter, investigation waiver or proceeding by exemption from any Governmental EntityEntity (including, without limitation, under the HSR Act and Exon-Fxxxxx); (ii) obtaining all necessary, proper or advisable consents, qualifications, approvals, waivers or exemptions from non-governmental Third Parties; and (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, executing and (v) the execution or delivery of delivering any additional documents or instruments necessary necessary, proper or advisable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without Transaction Documents. (b) Without limiting the foregoing, Launch (i) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten (10) Business Days of the date hereof and any other required submissions under the HSR Act which the Company or Parent determines should be made, in each case with respect to the Merger and the transactions contemplated hereby, and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable; (ii) each of the Company, Parent and Merger Sub shall use its commercially reasonable efforts to (A) submit a draft of a joint Exon-Fxxxxx notification to the Committee on Foreign Investment in the United States (“CFIUS”) no later than one (1) Business Day following the date hereof, (B) submit a joint Exon-Fxxxxx notification to CFIUS as soon as practicable, but in any event no later than ten (10) Business Days, following the date hereof and (C) make any other submissions under Exon-Fxxxxx that are required to be made or which the Company and Parent mutually agree should be made as soon as practicable following the date hereof, in each case, in connection with this Agreement and the transactions contemplated hereby; and (iii) Parent, Merger Sub and the Company shall cooperate with one another (A) in promptly determining whether any filings are required to be or should be made or consents, approvals, permits or authorizations are required to be or should be obtained under any other federal, state or foreign Law or regulation or whether any consents, approvals or waivers are required to be or should be obtained from other parties to loan agreements or other contracts or instruments material to the Company’s business in connection with the consummation of the transactions contemplated by this Agreement and (B) in promptly making any such filings, furnishing information required in connection therewith and seeking to obtain timely any such consents, permits, authorizations, approvals or waivers. (c) The Company, Parent, and Merger Sub shall cooperate with each other in connection with the making of all such filings, including providing copies of all such documents to the non-filing party and its Board advisors prior to filing and, if requested, accepting reasonable additions, deletions or changes suggested in connection therewith. The Company, Parent, and Merger Sub shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Law (including all information required to be included in the Offer Documents and the Company Disclosure Documents) in connection with the transactions contemplated by this Agreement. Each party hereto shall (i) give the other parties hereto prompt notice upon obtaining Knowledge of Directors the making or commencement of any request, inquiry, investigation, action or legal proceeding by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement, (ii) keep the other parties hereto reasonably informed as to the status of any such request, inquiry, investigation, action or legal proceeding, and (iii) promptly inform the other parties hereto of any material communication to or from the U.S. Federal Trade Commission, the U.S. Department of Justice, any foreign competition authority or any other Governmental Entity regarding the Merger or any of the other transactions contemplated by this Agreement. The parties hereto will consult and cooperate with one another, and consider in good faith the views of one another, in connection with, and provide to the other parties in advance, any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by or on behalf of any party hereto, including reasonable access to any materials submitted pursuant to any Second Request or in connection with any other proceedings under or relating to any Antitrust Law. Any party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other parties under this section as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. In addition, except as may be prohibited by any Governmental Entity or by any Law, each party hereto will permit authorized Representatives of the other parties to be present at each meeting or telephone conference with representatives of any Governmental Entity relating to any such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Entity in connection with any such request, inquiry, investigation, action or proceeding. (d) Without limiting any other obligations of Parent hereunder, Parent shall agree to the acceptance of any reasonable restrictions imposed by any Governmental Entity as a result of the CFIUS review on the business or operations of the Company or its subsidiaries or the control thereof by Parent (“Reasonable Restrictions”); provided, however, that under no circumstances shall any of the restrictions set forth in of the Section 6.3(d) Company Disclosure Schedules be deemed to be “Reasonable Restrictions”. Except for the obligation to accept Reasonable Restrictions as set forth in the immediately preceding sentence, nothing in this Agreement shall, if as a result of the CFIUS review, require Parent or any state takeover statute of its Subsidiaries to, nor shall the Company or similar statute any of its Subsidiaries without the prior written consent of Parent agree or regulation offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any contract, agreement, license or other undertaking of the Company or its Subsidiaries or of Parent or its Subsidiaries or (iii) otherwise waive, abandon or alter any rights or obligations of the Company or its Subsidiaries or of Parent or its Subsidiaries. (e) Notwithstanding anything to the contrary herein and except as set forth in Section 6.3(d), nothing in this Agreement shall require Parent or any of its Subsidiaries to, nor shall the Company or any of its Subsidiaries without the prior written consent of Parent agree or offer to: (i) effect any divestiture of, or hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of the Company or its Subsidiaries or of Parent or its Subsidiaries, (ii) enter into, amend or agree to enter into or amend, any contract, agreement, license or other undertaking of the Company or its Subsidiaries or of Parent or its Subsidiaries or (iii) otherwise waive, abandon or alter any rights or obligations of the Company or its Subsidiaries or of Parent or its Subsidiaries, except in each case as would not, individually or in the aggregate, materially diminish the benefits that would reasonably be expected to accrue to Parent from the Merger or the consummation of the transactions contemplated hereby. (f) Each of the Company, on the one hand, and Parent and Merger Sub, on the other, shall, to the extent permitted by Applicable Law and subject to all privileges (including the attorney client privilege), promptly (and in any event within five (5) Business Days) notify the other party in writing of: (i) any notice or other communication from any Person alleging that the consent of such Person is or becomes applicable may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (iii) any actions, suits, claims, investigations or proceedings commenced or, to its Knowledge, threatened against, relating to or involving or otherwise affecting the Company or any of its Subsidiaries or Parent and any of its Subsidiaries, as the case may be, that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to any of the representations and warranties contained herein, or that relate to the Merger, this Agreement or any consummation of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock.; (biv) Launch shall give prompt notice to Yahoo! any inaccuracy of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or at any time during the term hereof that would reasonably be expected to cause the conditions set forth in Annex I hereto not to be satisfied; (v) any failure of Launch that party to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occurhereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 6.3(f) shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this Agreementparty receiving that notice.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (i) take all reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement or the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, use the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all reasonable efforts actions available to them to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated herebyby this Agreement or the Stockholder Agreement. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require Yahoo! Parent to agree to dispose of any significant assets or businesses of the Company, Parent or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockrespective subsidiaries. (b) Launch The Company shall give prompt notice to Yahoo! Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and -------------------------------- subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, or as appropriate to refrain from taking (including through its officers and directors and other appropriate personnel), all actions, and to do, or cause to be done, or as appropriate to refrain from doing, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iia) the obtaining in the most expeditious manner as possible of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations registrations and filings with the appropriate Governmental Entities, including the SEC and the Antitrust Authorities, if any) applicable, and the taking of all reasonable steps as may be necessary to obtain Permits or waivers from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiib) the obtaining of all necessary consentsthe MI Material Consent to the extent set forth in Section 7.7 hereof and, approvals or waivers from third partiesonce the MI Material Consent is obtained, the maintaining in effect of the MI Material Consent, (ivc) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions Merger contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (vd) the execution or and delivery of any additional instruments necessary to consummate the transactions Merger contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the parties shall (including through its officers and its Board of Directors shalldirectors and other appropriate personnel) (i) take all reasonable action necessary to ensure that no U.S. state takeover, if any state takeover business combination, control share, fair price or fair value statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions Merger contemplated by this Agreement, use and (ii) if any U.S. state takeover, business combination, control share, fair price or fair value statute or similar statute or regulation becomes applicable to this Agreement or the Merger contemplated by this Agreement, take all reasonable efforts action to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions Merger contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, including Sections 5.2(c) and 5.5, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Company and its Board of Directors and Parent and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Parent or Company or any Subsidiary or affiliate thereof to agree to any divestiture by itself or any of its affiliates to make proposals, execute of shares of capital stock or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch Company shall give prompt notice to Yahoo! of Parent upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (dSection 6.3(a) or (f6.3(b) of Annex I hereto would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Parent shall give prompt notice to Company upon becoming aware that any representation or warranty made by it or Merger Sub contained in this Agreement has become untrue or inaccurate, or of any failure of Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Section 6.2(a) or 6.2(b) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Company, Parent and Acquisition agrees (and shall cause their respective subsidiaries) to use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: without limitation (i) the taking making of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfiedapplications, registrations and filings (including filings with Governmental Entities, if any), (ii) the obtaining of all necessary actions or nonactions, waiverslicenses, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from Governmental Entities and other third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require Agreement and (iv) the defending of any party to waive of exercise any right hereunder which is waivable lawsuits or exercisable in the sole discretion of such party. In connection with and without limiting the foregoingotherlegal proceedings, Launch and its Board of Directors shalljudicial or administrative, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, challenging this Agreement or any theconsummation of the transactions contemplated by this Agreementhereby or thereby, use including the using of all reasonable best efforts necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize lift, rescind or mitigate the effect of such statute any injunction or regulation on restraining order or other order adversely affecting the Merger, this Agreement and ability of any party hereto to consummate the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt written notice to Yahoo! Parent, and Parent shall give prompt written notice to the Company, of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurateinaccurate in any Material Respect, or any as defined in Section 8.3(c), (ii) the failure of Launch by it to comply with or satisfy in any material respect Material Respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iii) the occurrence of an event or events which individually or in each casethe aggregate, such that the events set forth in paragraphs (d) is reasonably likely to have a Company Material Adverse Effect, or (fiv) the commencement of Annex I hereto would occur; providedor, however, that no such notification shall affect to the representations, warranties, covenants or agreements extent the Company has knowledge of the parties threat of, any litigation involving or affecting the Company or any subsidiary, or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer of the Company or any subsidiary, in his or her capacity as such or as a fiduciary under a Benefit Plan of the Company or any subsidiary, which, if pending on the date hereof, would have been required to have been disclosed in or pursuant to this Agreement or which directly relates to the consummation of the Merger, or any material development in connection with any litigation disclosed by the Company in or pursuant to this Agreement or the conditions Company SEC Reports. Each of Parent, Acquisition and the Company hereby represent that, other than as previously disclosed to each other on the obligations Disclosure Schedule (which disclosures shall not constitute a breach), as of the parties under date hereof they do not have any actual knowledge of a breach of the representations and warranties being made by such other party pursuant to this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 8 to be satisfied, (ii) the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from from, and giving all necessary notices to, third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall Parent and Merger Sub, on the one hand, and the Company, on the other hand, will give prompt notice to Yahoo! the other of (i) any representation notice or warranty made by it contained in this Agreement becoming untrue or inaccurate, or other communication from any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such Person alleging that the events set forth consent of such Person is or may be required in paragraphs connection with the Merger, (dii) any notice or other communication from any Governmental Entity in connection with the Merger and (fiii) of Annex I hereto would occur; providedany litigation relating to, however, that no such notification shall affect involving or otherwise affecting the representations, warranties, covenants or agreements consummation of the parties Merger or the conditions to the obligations of the parties under this Agreementother transactions contemplated hereby.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially all reasonable efforts to take, or cause to be taken, all reasonable actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementMerger, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger, including including, when reasonable, seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, hereby and to fully carry out the purposes of, of this Agreement; provided provided, however, that nothing contained the obligations set forth in this sentence shall not be deemed to have been breached as a result of actions by the Company expressly permitted under Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party5.02(b). In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (i) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (ii) if any state takeover statute or any of the transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require Yahoo! any party to waive any substantial rights or agree to any of substantial limitation on its affiliates operations, to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) dispose of any significant asset or collection of assets or categories of assets of Yahoo!, breach any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking material agreement to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockwhich it is a party. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject Subject to the conditions set forth in this Agreementfiduciary duties of their respective Boards of Directors, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, practicable the Merger and the other transactions transaction contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viii) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch Notwithstanding anything to the contrary in Section 6.1(a) (i) neither GB nor any of its subsidiaries shall be required to divest, or cause or permit CKE or its affiliates to divest, any of their respective businesses, product lines or assets, or to make or agree to take any other action or agree to any limitation that could reasonably be expected to have a material adverse effect on the value, condition (financial or otherwise), prospects, business or results of operations of GB and its subsidiaries taken as a whole or of CKE and its subsidiaries taken as a whole or all such entities taken together, and neither party shall be required to waive any of the conditions to the transaction hereunder set forth in Article VII. (c) Each party shall give prompt notice to Yahoo! the other party of (i) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, inaccurate in any respect or any (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied ratified by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (d) CKE shall give prompt notice to GB, and GB shall give prompt notice to CKE, of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting it which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to Section 3.1(m) or Section 3.2(f) or which relate to the consummation of the transaction contemplated by this Agreement.

Reasonable Efforts; Notification. (a) Upon Each of the terms and subject parties shall cooperate with the other parties in connection with any filing to be made with respect to the conditions set forth fairness hearing to be held under the California Securities Law of 1986 pursuant to Section 5.3(e) hereof (the "Fairness Hearing") including, with respect to the party making a filing, providing copies of all requisite documents to the non-filing parties and their respective advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested by such non-filing party in this Agreementconnection therewith. (i) Each party shall use all commercially reasonable efforts to furnish to each of the other parties all information required for any application or other filing to be made pursuant to the Fairness Hearing. Each party shall promptly inform the other parties of any communication with, each and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding the Fairness Hearing. No party shall independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other parties prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with the Fairness Hearing. (ii) Each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iiA) the obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiB) the obtaining of all necessary consents, approvals or waivers from third parties, (ivparties set forth in Schedule 6.3(f) in the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedMiva Disclosure Schedule, and (vC) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions transaction contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. . (iii) Notwithstanding anything herein to the contrary, nothing contrary in this Agreement shall be deemed to require Yahoo! or Agreement, (A) neither FindWhat nor any of its affiliates subsidiaries shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a including by trust or otherwise) of any assets or categories of assets of Yahoo!, to divest any of its affiliates their respective businesses or Launch assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on FindWhat combined with the holding Surviving Corporation after the Effective Time, (B) prior to the Effective Time, Miva shall not be required to hold separate (including by trust or otherwise) or to divest any of their respective businesses or assets, or to take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on Miva, (C) neither party nor their respective subsidiaries shall be required to take any action that would reasonably be expected to substantially impair the benefits expected, as of the shares date hereof, to be realized by such party or its subsidiaries from consummation of Launch Common Stock or imposing or seeking the Merger and (D) neither party shall be required to impose any limitation on the ability of Yahoo! or waive any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this AgreementMerger set forth in Article VI as they apply to such party.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Century and its Board board of Directors directors and each Company and its managers, members, directors, officers and stockholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Century or any Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch Each Company, the Members and Stockholders shall give prompt notice to Yahoo! of Century upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch any Company, the Members or Stockholders to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VII would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Century shall give prompt notice to each Company, the Members and Stockholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Century to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Qorus and its Board board of Directors directors and the Affiliated Companies and any Subsidiaries and the Shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Qorus or any Affiliated Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch The Affiliated Companies and Shareholders shall give prompt notice to Yahoo! of Qorus upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch the Affiliated Companies or Shareholders to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VII would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Qorus shall give prompt notice to the Affiliated Companies and Shareholders upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Qorus to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Boundless and its Board board of Directors directors and the Affiliated Companies and any Subsidiaries and the Members shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Boundless or any Affiliated Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch The Affiliated Companies and Members shall give prompt notice to Yahoo! of Boundless upon becoming aware that any representation or warranty made by it them contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch the Affiliated Companies or Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it them under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Article VII would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Boundless shall give prompt notice to the Affiliated Companies and Members upon becoming aware that any representation or warranty made by it contained in this Agreement has become untrue or inaccurate, or of any failure of Boundless to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Annex I and Article VI 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!Parent, any of its affiliates or Launch Company or its subsidiaries or the holding separate of the shares of Launch Company Common Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Company Common StockStock (or shares of stock of the Surviving Corporation). (b) Launch shall Each of Company and Parent will give prompt notice to Yahoo! the other of (i) any representation notice or warranty made by it contained in this Agreement becoming untrue or inaccurate, or other communication from any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such person alleging that the events set forth consent of such person is or may be required in paragraphs connection with the transactions contemplated hereby, (dii) any notice or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect other communication from any Governmental Entity in connection with the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.transactions contemplated hereby,

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI VII to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch Qorus and its Board board of Directors directors and the Affiliated Companies and any Subsidiaries and the Members shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the MergerTransaction, this Agreement or any of the transactions contemplated by this Agreement, use all its commercially reasonable efforts to ensure that enable the Merger Transaction and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Qorus or any Affiliated Company to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth contained in this Agreement, each of the parties agrees to Parties shall use all reasonable efforts, as determined by it in the exercise of its commercially reasonable efforts business judgment, to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: including, without limitation, (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suita Proceeding by, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesof any other Person, (iviii) the defending of any suits, claims, actions, investigations lawsuits or proceedingsother Proceedings, whether judicial or administrative, challenging this Agreement or the consummation of any of the transactions contemplated herebyby this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; provided, however, that no Party shall be required to incur any significant additional expense in defending any such Proceedings, and (viv) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out fully the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board each of Directors the Parties, shall, as determined by it in the exercise of its reasonable business judgment, (x) take all actions necessary to ensure that no state takeover statute or similar statute or regulation impedes or prevents the Merger, this Agreement or any of the other transactions contemplated by this Agreement hereby and (y) if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions other transaction contemplated by this Agreement, use at Parent’s sole cost, take all reasonable efforts action reasonably necessary to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement hereby and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in by this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockAgreement. (b) Launch The Company shall give prompt written notice to Yahoo! Parent and buyer of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) its failure of Launch to comply with or satisfy in any material respect any covenant, agreement or condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this AgreementAgreement including Section 5.02, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this AgreementMerger, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyMerger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, (iv) obtaining the Financing (consistent with the limitations in Section 6.03(e)) and (v) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Merger and to fully carry out the purposes of, of this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (b) Launch The Company shall give prompt notice to Yahoo! Parent, and Parent or Sub shall give prompt notice to the Company, of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) Nothing in Section 6.03(a) shall require Parent to dispose of any of its assets or to limit its freedom of action with respect to any of its businesses, or to consent to any disposition of the Company's assets or limits on the Company's freedom of action with respect to any of its businesses, or to commit or agree to any of the foregoing, and nothing in Section 6.03(a) shall authorize the Company to commit or agree to any of the foregoing, to obtain any consents, approvals, permits or authorizations to remove any impediments to the Merger relating to the HSR Act or other antitrust, competition or premerger notification, trade regulation law, regulation or order ("Antitrust Laws") or to avoid the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order in any suit or proceeding relating to Antitrust Laws. (d) Parent shall no less frequently than weekly inform the Company of the current status (including all material developments and in reasonable detail) of the Financing or any alternative financing thereto for the consummation of the Merger and the expected timing for the closing of the Financing or such alternative financing, and provide copies of material documentation or other material written materials to the Company as the Company may reasonably request in writing from time to time. (e) Parent may, from time to time, amend Section 4.07 of the Parent Disclosure Letter without the consent of the Company or any other person to accurately set forth the then current material details of the Financing; provided, however, that in no event shall Section 4.07 of the Parent Disclosure Letter, the Financing or this Agreement (i) require the sale or issuance prior to the Effective Time of any securities of the Company or any Company Subsidiary, (ii) require the taking of any action by the Company Board or by any board of directors of any Company Subsidiary at or prior to the Effective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time or (iii) require the delivery by any Representative of the Company or of any Company Subsidiary of any certificate or document prior to the Effective Time or, in such Representative's capacity as a Representative of the Company (as opposed to his or her capacity as a Representative of the Surviving Corporation), at the Effective Time with respect to the offer, sale or issuance of any securities of the Company or any Company Subsidiary at or prior to the Effective Time. For the avoidance of doubt, nothing in the foregoing proviso is intended to restrict the ability of the Surviving Corporation to offer, sell or issue any securities of the Surviving Corporation at or after the Effective Time or to have Representatives of the Surviving Corporation take any action in connection therewith.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Offer and the Merger, and the other transactions contemplated by this Agreement and the Stockholder Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the Stockholder Agreement or the consummation of any of the transactions contemplated herebyhereby or thereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch the Company and its Board of Directors shall, if any shall (i) take all reasonable actions available to them to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Offer, the Merger, this Agreement, the Stockholder Agreement or any of the other transactions contemplated by this Agreement or 44 38 the Stockholder Agreement and (ii) if any state takeover statute or similar statute or regulation becomes applicable to the Offer, the Merger, this Agreement, use the Stockholder Agreement or any other transaction contemplated by this Agreement or the Stockholder Agreement, take all reasonable efforts actions available to them to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement and the Stockholder Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and the Stockholder Agreement and otherwise to minimize the effect of such statute or regulation on the Offer, the Merger, this Agreement, the Stockholder Agreement and the other transactions contemplated herebyby this Agreement or the Stockholder Agreement. Notwithstanding anything herein to the contrary, nothing Nothing in this Agreement shall be deemed to require Yahoo! Parent to agree to dispose of any significant assets or businesses of the Company, Parent or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stockrespective subsidiaries. (b) Launch The Company shall give prompt notice to Yahoo! Parent of (i) any representation or warranty made by it contained in this Agreement that is qualified as to materiality becoming untrue or inaccurate, inaccurate in any respect or any such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect or (ii) the failure of Launch by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third parties, (iviii) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (viv) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! the Purchaser or the Seller or an affiliate thereof to agree to any divestiture by itself or any of its affiliates to make proposals, execute of shares of capital stock or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. Each of FindWhat and Espotting shall cooperate with the other party in connection with any filing (a) Upon the terms and subject including, with respect to the conditions set forth party making a filing, providing copies of all such documents to the non-filing party and its advisors prior to filing and, if requested, to accept all reasonable additions, deletions or changes suggested in connection therewith) and in connection with resolving any investigation or other inquiry of any Governmental Authority under any Antitrust Laws (as defined in Section 5.1(a)(ii)) with respect to any such filing or any such transaction. If applicable, the parties shall make or cause to be made the filings required of such party or any of its subsidiaries or affiliates under the HSR Act, with respect to the transactions contemplated hereby as promptly as practicable and in any event within ten business days after the date of this Agreement, and comply at the earliest practicable date with any request under the HSR Act for additional information, documents, or other materials received by such party or any of its subsidiaries from the Federal Trade Commission or the Department of Justice or any other Governmental Authority in respect of such filings or such transactions. (i) Each party shall use all reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any Applicable Law in connection with the Merger and the other transactions contemplated by this Agreement. Each party shall promptly inform the other party of any communication with, and any proposed understanding, undertaking, or agreement with, any Governmental Authority regarding any such filings or any such transaction. Neither party shall independently participate in any meeting with any Governmental Authority in respect of any such filings, investigation, or other inquiry without giving the other party prior notice of the meeting and, to the extent permitted by such Governmental Authority, the opportunity to attend and/or participate. The parties hereto will consult and cooperate with one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under any Antitrust Laws. (ii) Each of FindWhat and Espotting shall use all reasonable efforts to resolve such objections, if any, as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement under any Antitrust Laws and any other federal, state or foreign statues, rules, regulations, orders, decrees, administrative or judicial doctrines or other laws that are designed to prohibit, restrict or regulate actions, including transactions, acquisitions and mergers, having the purpose or effect of creating or strengthening a dominant position, monopolization, lessening of competition or restraint of trade (collectively, "Antitrust Laws"). In connection therewith, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any Antitrust Law, each of FindWhat and Espotting shall cooperate and use all reasonable efforts vigorously to contest and resist any such action or proceeding, including any legislative, administrative or judicial action, and to have vacated, lifted, reversed, or overturned any decree, judgment, injunction or other order whether temporary, preliminary or permanent (each an "Order"), that is in effect and that prohibits, prevents, or restricts consummation of the Merger or any other transactions contemplated by this Agreement, including, without limitation, by vigorously pursuing all available avenues of administrative and judicial appeal and all available legislative action, unless by mutual agreement FindWhat and Espotting decide that litigation is not in their respective best interests. Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 5.1(a) shall limit a party's right to terminate this Agreement pursuant to Section 7.1, so long as such party has up to then complied in all material respects with its obligations under this Section 5.1(a). Each of FindWhat and Espotting shall use all reasonable efforts to take such action as may be required to cause the expiration of the notice periods under any Antitrust Laws with respect to such transactions as promptly as possible after the execution of this Agreement. (iii) Each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (iiA) the obtaining of all other necessary actions or nonactions, waivers, consents, approvalslicenses, permits, authorizations, orders and authorizations approvals from Governmental Entities Authorities and the making of all other necessary registrations, declarations registrations and filings (including registrations, declarations and other filings with Governmental EntitiesAuthorities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity), (iiiB) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) parties related to or required in connection with the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging Merger that are necessary to consummate the Merger and the transactions contemplated by this Agreement or required to prevent a Material Adverse Effect on FindWhat or Espotting from occurring prior to or after the consummation Effective Time, (C) the preparation of the transactions contemplated herebyProxy Statement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversedthe Prospectus and the Registration Statement, and (vD) the execution or and delivery of any additional instruments necessary to consummate the transactions transaction contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable . (iv) Notwithstanding anything to the Merger, this Agreement or any of the transactions contemplated by contrary in this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or (A) neither FindWhat nor any of its affiliates subsidiaries shall be required to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding hold separate (through the establishment of a including by trust or otherwise) of any assets or categories of assets of Yahoo!, to divest any of its affiliates their respective businesses or Launch assets, or to take or agree to take any action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on FindWhat combined with the holding separate Surviving Corporation after the Effective Time, (B) prior to the Effective Time, neither Espotting nor any of the shares Espotting Subsidiaries shall be required to hold separate (including by trust or otherwise) or to divest any of Launch Common Stock their respective businesses or imposing assets, or seeking to impose take or agree to take any other action or agree to any limitation that could reasonably be expected to have a Material Adverse Effect on the ability of Yahoo! Espotting or any of its Espotting Subsidiary, (C) neither party nor their respective subsidiaries or affiliates shall be required to conduct their business or own such assets or take any action that would reasonably be expected to acquiresubstantially impair the benefits expected, hold or exercise full rights of ownership as of the shares of Launch Common Stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccuratedate hereof, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements realized from consummation of the parties or Merger and (D) neither party shall be required to waive any of the conditions to the obligations of the parties under this AgreementMerger set forth in Article VI as they apply to such party.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using all commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause causing the conditions precedent set forth in Article VI 6 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as that may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of executing and delivering any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein in this Agreement to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or neither Parent nor any of its affiliates shall be under any obligation to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, Parent or any of its affiliates or Launch the Company or any of its subsidiaries or the holding separate of the shares of Launch Common Company Capital Stock (or shares of stock of the Surviving Corporation) or imposing or seeking to impose any limitation on the ability of Yahoo! Parent or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockCompany Capital Stock (or shares of stock of the Surviving Corporation). (b) Launch Each of the Company and Parent will give prompt notice to the other of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the Merger, (ii) any notice or other communication from any Governmental Entity in connection with the Merger, (iii) any litigation relating to, involving or otherwise affecting the Company, Parent or their respective subsidiaries that relates to the consummation of the Merger. The Company shall give prompt notice to Yahoo! Parent of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. Parent shall give prompt notice to the Company of any representation or warranty made by it or Merger Sub contained in each casethis Agreement becoming untrue or inaccurate, such that the events set forth or any failure of Parent or Merger Sub to comply with or satisfy in paragraphs (d) any material respect any covenant, condition or (f) of Annex I hereto would occuragreement to be complied with or satisfied by it under this Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement. (c) The Company shall give prompt notice to Parent of receipt by the Company of any demand for appraisal rights pursuant to Section 262 of the DGCL.

Reasonable Efforts; Notification. (a) 6.9.1 Upon the terms and subject to the conditions set forth in this Agreement, each of the parties Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI Section 7 to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations declarations, notices and filings (including registrations, declarations declarations, notices and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third partiesparties required as a result of the transactions contemplated in this Agreement, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, and (v) the execution or delivery of any additional instruments reasonably necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch each Party, and its Board respective board of Directors directors and each Party and its managers, members, directors, officers and shareholders shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all their commercially reasonable efforts to ensure that enable the Merger and the other transactions contemplated by this Agreement may to be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated herebyAgreement. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! any of the Parties to agree to any divestiture by itself or any of its affiliates to make proposalsof shares of capital stock, execute membership interests or carry out agreements ownership interest or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch 6.9.2 VISTAGEN shall give prompt notice to Yahoo! EXCALIBER upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of VISTAGEN to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Section 7 would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Parties or the conditions to the obligations of the Parties under this Agreement. 6.9.3 EXCALIBER shall give prompt notice to VISTAGEN upon becoming aware that any representation or warranty made by it contained in this Agreement becoming has become untrue or inaccurate, or of any failure of Launch EXCALIBER to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events conditions set forth in paragraphs (d) or (f) of Annex I hereto Section 7 would occurnot be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties Parties or the conditions to the obligations of the parties Parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon Each of the terms Parties shall file (i) any Notification and subject Report Forms and related material required to be filed by it with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act and (ii) all notifications and materials required to obtain the Regulatory Approvals and required in Mexico, and shall promptly make any further filings pursuant thereto that may be necessary, proper or advisable. Each Party shall furnish to the conditions set forth in other Parties all information required or reasonably necessary for any filing to be made with any such Governmental Entity. Each Party shall promptly inform the other Party of any communication with any such Governmental Entity regarding any such filings. Each of the Parties shall use commercially reasonable best efforts to resolve such objections, if any, as may be asserted by any such Governmental Entity with respect to any such filing or otherwise with respect to the transactions contemplated by this Agreement, each including, in the case of Buyer, offering and taking all commercially reasonable actions, steps or measures that are necessary to obtain clearance by any such Governmental Entity. (b) Each of the parties agrees to Parties shall use its commercially reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking giving of all reasonable acts necessary to cause other notices to, the conditions precedent set forth in Article VI to be satisfiedmaking of all other filings with, and the obtaining of all other authorizations, consents and approvals from, other Governmental Entities (other than those that are the subject of Section 5.2(a)), (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making release of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if anyEncumbrances required by Section 6.3(e) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, execution and (v) the execution or delivery of any additional instruments documents that may be necessary or desirable to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common Stock. (bc) Launch During the period from the date hereof to the Closing, the Sellers shall give prompt notice to Yahoo! Buyer, and Buyer shall give prompt notice to the Sellers, of (i) the occurrence or nonoccurrence of any event which would cause any representation or warranty made by it the Sellers, or by Buyer, as applicable, contained in this Agreement becoming to be untrue or inaccurateinaccurate in any material respect at or prior to the Closing Date and (ii) any material failure by the Sellers, or any failure of Launch by Buyer, as applicable, to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occurthem hereunder; provided, however, that no such notification the delivery of any notice pursuant to this Section 5.2 shall not limit or otherwise affect the representations, warranties, covenants or agreements of the parties or the conditions remedies available hereunder to the obligations of the parties under this AgreementParty to which such notice is given.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Offer, the Merger and the other transactions contemplated by this AgreementTransactions, including using commercially reasonable efforts to accomplish the following: (i) the taking observance of all reasonable acts necessary to cause the conditions precedent set forth in Article VI to be satisfied, (ii) applicable waiting periods and the obtaining of all necessary actions or nonactionsnon-actions, waivers, consents, approvals, orders consents and authorizations approvals from Governmental Entities and the making of all necessary registrations, declarations registrations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval or waiver from, or to avoid any suit, claim, action, investigation an action or proceeding by by, any Governmental Entity, (iiiii) the obtaining of all necessary consents, approvals or waivers from third partiesPersons, (iviii) the defending of any suits, claims, actions, investigations lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated herebyTransactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (viv) the execution or and delivery of any additional instruments necessary to consummate the transactions contemplated by, Transactions and to fully carry out the purposes of, of this Agreement; provided provided, however, that nothing contained Parent or any of its affiliates shall not be required to (A) take or refrain from taking any action or agree to any restriction or condition (including any sales, divestitures, dispositions or changes in this Section 6.6 shall require business practice) with respect to any party to waive of exercise the existing or future assets or operations of the Company or any right hereunder which is waivable of the Company Subsidiaries that would, individually or exercisable in the sole discretion aggregate, reasonably be expected to have a Company Material Adverse Effect or (B) agree to, or proffer to, divest or hold separate any assets or any portion of such partyany business of Parent or any of its affiliates (other than the Company or any of the Company Subsidiaries), in each case in order to resolve any objection to the Transactions raised by any United States Federal, state or local Governmental Entity. In connection with and without limiting the foregoing, Launch the Company and its the Company Board of Directors shall, if any shall (A) take all action necessary to ensure that no state takeover statute or similar statute or regulation is or becomes applicable to the Merger, any Transaction or this Agreement and (B) if any state takeover statute or any of the transactions contemplated by similar statute or regulation becomes applicable to this Agreement, use take all reasonable efforts action necessary to ensure that the Merger and the other transactions contemplated by this Agreement Transactions may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! or any of its affiliates to make proposals, execute or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets of Yahoo!, any of its affiliates or Launch or the holding separate of the shares of Launch Common Stock or imposing or seeking to impose any limitation on the ability of Yahoo! or any of its subsidiaries or affiliates to conduct their business or own such assets or to acquire, hold or exercise full rights of ownership of the shares of Launch Common StockTransactions. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.

Reasonable Efforts; Notification. (a) Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use its commercially all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Merger Transaction and the other transactions contemplated by this Agreement, including using commercially reasonable efforts to accomplish the following: (i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VI V to be satisfied, (ii) the obtaining of all necessary actions or nonactions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings (including registrations, declarations and filings with Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to avoid any suit, claim, action, investigation or proceeding by any Governmental Entity, (iii) the obtaining of all necessary consents, approvals or waivers from third parties, (iv) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the transactions contemplated hereby, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed, reversed and (v) the execution or delivery of any additional instruments necessary to consummate the transactions contemplated by, and to fully carry out the purposes of, this Agreement; provided that nothing contained in this Section 6.6 shall require any party to waive of exercise any right hereunder which is waivable or exercisable in the sole discretion of such party. In connection with and without limiting the foregoing, Launch and its Board of Directors shall, if any state takeover statute or similar statute or regulation is or becomes applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Merger and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Merger, this Agreement and the transactions contemplated hereby. Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require Yahoo! Buyer or Seller or affiliate thereof to agree to any divestiture by itself or any of its affiliates to make proposals, execute of shares of capital stock or carry out agreements or submit to orders providing for the sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any business, assets or categories of assets of Yahoo!property, any of its affiliates or Launch or the holding separate imposition of the shares of Launch Common Stock or imposing or seeking to impose any material limitation on the ability of Yahoo! or any of its subsidiaries or affiliates them to conduct their business or to own such assets or to acquire, hold or exercise full rights control of ownership of the shares of Launch Common Stocksuch assets, properties and stock. (b) Launch shall give prompt notice to Yahoo! of any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate, or any failure of Launch to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, in each case, such that the events set forth in paragraphs (d) or (f) of Annex I hereto would occur; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.