Common use of Additional Agreements Clause in Contracts

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 6.2, and subject to Section 6.6(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms and conditions of this Agreement, each party Party to this Agreement shall (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions pursuant to any applicable Legal Requirements or Material Contract set forth on Section 6.7(a) of the Company Disclosure Schedule, (iib) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwiseMaterial Contract set forth on Section 6.7(b) of the Company Disclosure Schedule by such party Party in connection with the Offer Transactions to the extent requested in writing by Parent; provided, that in connection with obtaining any such Consent, the Company shall have no obligation to pay any consent fee, incur any liability or to agree to any changes to any terms of such Material Contract (and the Merger and each failure to receive any such Consents shall not be taken into account with respect to whether any condition to the consummation of the other transactions contemplated by this AgreementMerger set forth in Article VII or the Offer set forth in Annex I shall have been satisfied), unless any such obligation to pay any consent fee, incur any liability or to agree to any changes to any terms of such Material Contract is conditioned on the closing of the Transactions and (iiic) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, Offer or the Merger or brought by any of the other transactions contemplated by this Agreementthird Person against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable. (c) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that could cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of the Company that, in each case of clauses (i) and (ii), could make the timely satisfaction of any condition set forth in Section 6 or Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Company Material Adverse Effect. No notification given to Parent pursuant to this Section 5.6(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. (d) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that could cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of Parent that, in each case of clauses (i) and (ii), could make the timely satisfaction of any condition set forth in Section 6 or Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Parent Material Adverse Effect on Parent. No notification given to the Company pursuant to this Section 5.6(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable its best efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable its best efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset or any Proprietary Asset of Parent, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset or Proprietary Asset of Parent; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompany.

Additional Agreements. (a) Subject to Section 6.6(b)) and the other terms and provisions of this Agreement, Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b)) and the other terms and provisions of this Agreement, each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue developing or offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technologyright with respect to any of its products for any indication, software or any other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technologyright with respect to Emtricitabine or any other material Company Pharmaceutical Product for any indication, software or other Company IPany related Intellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.or

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; , or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b)the terms and conditions herein provided, Parent and each of the Company shall parties hereto agrees to use all its reasonable best efforts to take, or cause to be taken, all actions necessary and to do, or cause to be done, all things necessary, proper or advisable to consummate the Offer and the Merger and make effective as promptly as practicable the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject Agreement and to Section 6.6(b), cooperate with each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party other in connection with the Offer and foregoing, including the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts taking of such actions as are necessary to obtain each Consent (if any) any necessary consents, approvals, orders, exemptions and authorizations by or from any public or private third party, including, without limitation, any that are required to be obtained (pursuant under any federal, state or local law or regulation or any contract, agreement or instrument to which the Company or Parent, as the case may be, is a party or by which any applicable Legal Requirement of its properties or Contractassets are bound, to defend all lawsuits or otherwise) by such party in connection with other legal proceedings challenging this Agreement or the Offer and the Merger and each consummation of the Transactions, to cause to be lifted or rescinded any injunction or restraining order or other transactions contemplated order adversely affecting the ability of the parties to consummate the Transactions, and to effect all necessary registrations and other filings, including, but not limited to, filings under the HSR Act, if any, and submissions of information requested by governmental authorities; provided, however, that notwithstanding anything to the contrary in this Agreement, Parent and MergerCo shall not be required to sell, divest or otherwise dispose of any assets, businesses or lines of business material to Parent in order to comply with any provision of this Agreement, and (iii) neither Parent nor MergerCo shall use be required to agree to or to observe any material restrictions or limitations on its ability to compete in any markets or lines of business or to acquire any assets or entities. Each of Parent and the Company shall promptly notify the other of the receipt of any comments on, or any request for amendments or supplements to, any Regulatory Filings by any Governmental Entity or official, and each of Parent and the Company shall supply the other with copies of all reasonable efforts correspondence between it and each of their respective Subsidiaries and representatives, on the one hand, and any other appropriate governmental official, on the other hand, with respect to lift any restraint, injunction or Regulatory Filings. The Company and Parent each shall keep the other legal bar apprised of the status of matters relating to the Offercompletion of the Transactions and work cooperatively in connection with obtaining any consents from Governmental Entities, including, without limitation: (a) promptly notifying the other of, and if in writing, furnishing the other with copies of (or, in the case of material oral communications, advise the other orally of) any communications from or with any Governmental Entity with respect to the Merger or any of the other transactions contemplated Transactions; (b) permitting the other party to review and discuss in advance, and considering in good faith the views of one another in connection with, any proposed written (or any material proposed oral) communication with any Governmental Entity; (c) not participating in any meeting with any Governmental Entity unless it consults with the other party in advance and to the extent permitted by such Governmental Entity gives the other party the opportunity to attend and participate thereat; (d) furnishing the other party with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it and any Governmental Entity with respect to this AgreementAgreement and the Transactions; and (e) furnishing the other party with such necessary information and assistance as such other party may reasonably request in connection with its preparation of necessary filings or submissions of information to any Governmental Entity. The Company and Parent may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 6.4 as "outside counsel only." Such materials and the information contained therein shall promptly deliver be given only to Parent a copy the outside legal counsel of each the recipient and shall not be disclosed by such filing madeoutside counsel to employees, each such notice given and each such Consent officers or directors of the recipient unless express written permission is obtained by in advance from the source of the materials (the Company during or Parent, as the Pre-Closing Period. (bcase may be) Notwithstanding anything or its legal counsel. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the contrary contained in purpose of this Agreement, Parent the proper officers and directors of Parent, MergerCo and the Company shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting take all such Legal Proceeding might not be advisablenecessary action.

Additional Agreements. (a) Subject to Section 6.6(b5.9(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. 5.1 Commercially Reasonable Efforts and Further Assurances. ------------------------------------------------------ (a) Subject Each of the parties to Section 6.6(b), Parent and the Company this Agreement shall use all its commercially reasonable efforts to take, or effectuate the transactions contemplated hereby as promptly as practicable after the date hereof and to fulfill and cause to be taken, all actions necessary fulfilled the conditions to consummate closing under this Agreement as promptly as practicable after the Offer and the Merger and make effective the other transactions contemplated by this Agreementdate hereof. Without limiting the generality Each of the foregoing, but subject parties to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) at the reasonable request of another party hereto, shall use all reasonable efforts to obtain each Consent (if any) required to execute and deliver such other instruments and do and perform such other acts and things as may be obtained (pursuant to any applicable Legal Requirement necessary or Contract, or otherwise) by such party in connection with desirable for effecting completely the Offer consummation of this Agreement and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Periodhereby. (b) Notwithstanding anything Target shall give prompt notice to the contrary Acquiror of any representation or warranty made by it contained in this AgreementAgreement becoming untrue or inaccurate in any material respect, Parent shall not have or any obligation failure of Target 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 6.3(a) 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. (ic) Acquiror shall give prompt notice to dispose Target of any representation or transfer warranty made by it or cause MergerSub or contained in this Agreement becoming untrue or inaccurate in any of its Subsidiaries to dispose of or transfer any assetsmaterial respect, or any failure of Acquiror or MergerSub to commit comply with or satisfy in any material respect any covenant, condition or agreement to cause any be complied with or satisfied by it under this Agreement, in each case such that the conditions set forth in Section 6.2(a) would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the Acquired Corporations parties or the conditions to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any the obligations of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by parties under this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableAgreement.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable. (c) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of the Company that, in each case of clauses (i) and (ii), would make the timely satisfaction of any condition set forth in Article 6 or Article 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. No notification given to Parent pursuant to this Section 5.7(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. (d) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of Parent that, in each case of clauses (i) and (ii), would make the timely satisfaction of any condition set forth in Article 6 or Article 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on Parent. No notification given to the Company pursuant to this Section 5.7(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company and Parent shall provide each other with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give each other a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company and Parent shall each promptly deliver to Parent the other a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. As soon as practicable following the Closing, Parent shall file with the United States District Court, Northern District of California, San Francisco Division requests for dismissal with respect to each of the Federal Court Actions. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) . Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement to contest any Legal Proceeding or any order, writ, injunction, judgment or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableContemplated Transactions.

Additional Agreements. (a) Subject to Section 6.6(b)the terms and conditions herein provided, Parent but subject to the obligation to act in good faith, and subject at all times to the Company shall Company’s and its directors’ and Parent’s and its directors’, as applicable, right and duty to act in a manner consistent with their duties, each of the Parties agrees to use all its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the Mergers and to cooperate with each other in connection with the foregoing, including the taking of such actions as are necessary to obtain any necessary or as reasonably determined by Parent and the Company advisable consents, approvals, orders, exemptions, waivers and authorizations by or from (or to give any notice to) any public or private third party, including any that are required to be obtained or made under any Law or any contract, agreement or instrument to which the Company or any Company Subsidiary or Parent, Parent OP or any Parent Subsidiary, as applicable, is a party or by which any of their respective properties or assets are bound, to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Mergers, to effect all necessary registrations and Other Filings and submissions of information requested by a Governmental Authority, and to use its reasonable best efforts to cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Offer Mergers. (b) In furtherance and not in limitation of the Merger foregoing, and make effective notwithstanding any other provision of this Agreement to the contrary, each of the Parties hereto shall (i) use its reasonable best efforts to resolve objections, if any, as may be asserted with respect to the transactions contemplated by this Agreement under any Laws, including defending any 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, temporary restraining order or preliminary injunction entered by any court or other Governmental Authority vacated or reversed), and (ii) use its reasonable best efforts to take, or cause to be taken, all such further actions as may be necessary to resolve such objections, if any, as any Governmental Authority or any other Person may assert under any Law with respect to the Mergers and the other transactions contemplated hereby, and to avoid or eliminate each and every impediment under any Law so as to enable the Closing to occur as promptly as reasonably practicable and, in any event, no later than the Drop Dead Date, including (x) proposing, negotiating, committing to and effecting, by this Agreement. Without limiting consent decree, hold separate order or otherwise, the generality sale, divestiture, license or disposition of any assets of Parent, the Company or any of their respective Subsidiaries or Affiliates, and (y) otherwise taking or committing to take any actions that after the Closing would limit the freedom of Parent, the Company or their respective Subsidiaries’ or Affiliates’ freedom of action with respect to one or more of Parent’s, the Company’s or their Subsidiaries’ businesses or assets, in each case as may be required in order to effect the satisfaction of the foregoingconditions to the Mergers set forth in Article VIII and to avoid the entry of, but subject or to Section 6.6(b)effect the dissolution of, each party to this Agreement (i) any injunction, temporary restraining order or other order in any suit or proceeding that would otherwise have the effect of preventing or materially delaying the Closing; provided, however, that neither Parent nor the Company nor their respective Subsidiaries or Affiliates shall make all filings and give all notices be required to become subject to, or consent or agree to or otherwise take any action with respect to, any judgment, order, decree, requirement, condition, understanding or agreement of or with a Governmental Authority to sell, to license, to hold separate or otherwise dispose of, or to conduct, restrict, operate, or otherwise change their assets or businesses, unless such judgment, order, decree, requirement, condition, understanding or agreement is conditioned upon the occurrence of the Closing; provided, further, that Parent, the Company and their respective Subsidiaries and Affiliates shall not be made and given by such party in connection with the Offer required to (and the Merger Company shall not, and shall cause its Subsidiaries and Affiliates not to, without Parent’s prior written consent) take any action described in this Section 7.3(b) or otherwise offer, negotiate, agree to, consent to or effect any remedy, condition, commitment or undertaking of any kind, to the other extent that such action, remedy, condition, commitment or undertaking would reasonably be expected to, individually or in the aggregate, materially impair the benefits or advantages that Parent expects to receive from the transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement the value or Contract, or otherwise) by such party in connection with the Offer and the Merger and each economics of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines to Parent, or the business plan or business strategy of the combined company. Notwithstanding the foregoing or any other provision of this Agreement, nothing in good faith that contesting this Section 7.3 shall limit a Party’s right to terminate this Agreement pursuant to Section 9.1 so long as such Legal Proceeding might not be advisableParty has, prior to such termination, been complying with its obligations under this Section 7.3.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated Contemplated Transactions. Each party shall provide the other with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each party shall promptly deliver to the other party a copy of each such filing or other submission made by this Agreementthe other party during the Pre-Closing Period. The Company shall promptly deliver to Parent a copy of each such filing madenotice given, each such notice given and each such Consent obtained obtained, by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCorporations that in Parent’s good faith judgment could reasonably be expected to result in material harm to the business, operations or prospects of Parent or any of the Acquired Corporations or could reasonably be expected to result in any material liability; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent determines in good faith that contesting such Legal Proceeding might or order, writ, injunction or decree would not be advisablecommercially reasonable.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company shall provide Parent with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give Parent a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company shall promptly deliver to Parent a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIP Rights, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIP Rights; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to the terms and conditions of this Agreement, including Section 6.6(b5.2(a), Parent and the Company shall use all reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms and conditions of this Agreement, each party Party to this Agreement shall use reasonable best efforts to (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party pursuant to any Material Contract in connection with the Offer and the Merger and the other transactions contemplated Transactions to the extent requested by this AgreementParent, (iib) shall use all reasonable efforts to obtain seek each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Offer Transactions to the extent requested in writing by Parent; provided that (i) without the prior written consent of Parent, the Company shall not, and the Merger and shall cause each of the other transactions contemplated by this AgreementAcquired Companies not to, pay or commit to pay to such Person that is not a Governmental Body, whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person in order to obtain such approval or consent, and (iiiii) neither Parent nor Merger Sub shall use all reasonable efforts be required to pay or commit to pay to any Person that is not a Governmental Body whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation in order to obtain such approval or consent, and (c) seek to lift any restraint, injunction or other legal bar to the Offer, the Merger or brought by any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any third Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any than a Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) pursuant to contest any Legal Proceeding relating to the Offeran Antitrust Law, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting against such Legal Proceeding might not be advisableParty.

Additional Agreements. 7.1 Consents and regulatory approvals (a) The terms of the Acquisition will be set out in the Rule 2.7 Announcement and the Scheme Document, to the extent required by applicable Law. (b) Subject to Section 6.6(b)the terms and conditions of this Agreement the Parties agree to use their respective reasonable endeavours to achieve satisfaction of the Conditions as promptly as reasonably practicable following the publication of the Scheme Document and in any event no later than the End Date. (c) If, Parent at any time, any Party became aware of a fact or circumstance that could reasonably be expected to prevent any of the Conditions being fulfilled, it will promptly give notice to the other Parties. (d) Subject to the terms and the Company conditions hereof, Target, Bidder and Bidco shall each use all its reasonable efforts to endeavours to: (i) take, or cause to be taken, all actions reasonable actions, and do, or cause to be done, and to assist and cooperate with each other in doing, all things reasonably necessary, proper or advisable to consummate and make effective the Transactions contemplated hereby as promptly as practicable; (ii) as promptly as reasonably practicable, make all filings, and thereafter make any other required or appropriate submissions, that are required or reasonably necessary to obtain all Clearances necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions Transactions contemplated by this Agreement, including: (i) if necessary, under the HSR Act, (ii) shall use if necessary, under any other applicable Antitrust Laws or Foreign Investment Laws, (iii) under the Takeover Rules and the Act or (iv) as required by the High Court; (iii) keep each other reasonably informed of all written or material oral communications to or from third parties (including any Relevant Authority) with respect to the Clearances; and (iv) as promptly as reasonably practicable, take reasonable efforts actions necessary, proper and advisable to obtain each Consent from, make with or provide to any third party (if anyincluding any Relevant Authority) any Clearances required to be obtained (pursuant to obtained, made or provided by either Target or Bidder or any applicable Legal Requirement or Contract, or otherwise) by such party of their respective Subsidiaries in connection with the Offer consummation of the Transactions contemplated hereby; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall either Target or Bidder or any of their respective Subsidiaries be required to pay, prior to the Effective Time, any material fee, penalty or other consideration to any third party for any Clearance required in connection with the consummation of the Transactions contemplated by this Agreement under any contract or agreement, other than customary filing or application fees to a Regulatory Authority in connection with required regulatory approvals. (e) Subject to the terms and conditions hereof, Target and Bidder each agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any Clearances required or (which the parties acting reasonably agree) advisable in connection with the consummation of the Transactions contemplated hereby under the HSR Act and any Antitrust Laws or Foreign Investment Laws. Target and Bidder shall each provide as promptly as practicable such information and documentary material as may be requested by a Relevant Authority following any such filing or notification. Target and Bidder shall consult and cooperate with one another, and consider in good faith the views of one another, regarding the form and content of any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Target or Bidder in connection with proceedings under or relating to any Antitrust Law or Foreign Investment Law prior to their submission. (f) Subject to the provisos in Clause 7.1(e) and to the fullest extent permissible under applicable Law, Target and Bidder shall (i) promptly advise each other of (and Target and Bidder shall so advise with respect to written or material oral communications received by any Subsidiary of Target or Bidder, as the case may be) any written or material oral communication to or from any Relevant Authority in connection with the consummation of the Transactions contemplated by this Agreement; (ii) not participate in any meeting or discussion with any Relevant Authority in respect of any filing, investigation, or enquiry concerning this Agreement or the transactions contemplated by this Agreement unless it consults with the other in advance, and, unless prohibited by such Relevant Authority, gives the other the opportunity to attend; and (iii) promptly furnish the other or its counsel with copies of all correspondence, filings, and written communications between them and their Subsidiaries and Representatives, on the one hand, and any Relevant Authority or its respective staff, on the other hand, with respect to this Agreement and the Merger and each of the other transactions Transactions contemplated by this Agreement, except that materials may be redacted, (A) as necessary to comply with contractual arrangements or address reasonable privilege or confidentiality concerns (provided that the redacting Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not result in such privilege concerns) and (B) to prevent the exchange of confidential information as required by applicable Law. With respect to any notice, documentation or other communication required to be given by either Target or Bidder to the other pursuant to this Clause 7.1(f), such first Party may give such notice, documentation or other communication to such second Party’s outside counsel, instead of directly to such second Party, if such first Party reasonably believes that doing so is required by, or advisable pursuant to, applicable Law. Target and Bidder may, as they deem advisable and necessary, designate any competitively sensitive materials provided to the other under this Clause 7.1(f) as “outside counsel only.” Such materials and the information contained therein shall be given only to outside counsel of the recipient and shall not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the other providing such materials. (g) In the event that the latest date on which the High Court and/or the Panel would permit Completion to occur is prior to the date on which any Clearance which is mandatory and material in the context of the Transaction is or is likely to be received, the Target and Bidder shall use their respective reasonable best efforts to obtain consent of the High Court and/or the Panel, as applicable, to an extension of such latest date (but not beyond the End Date). If (i) the High Court and/or the Panel require the lapsing of the Scheme prior to the End Date, (ii) Condition 1 fails to be satisfied or (iii) the Scheme lapses pursuant to paragraph 8 of Appendix I to the Rule 2.7 Announcement as a result of the Scheme failing to have become effective on or prior to the End Date, the Target and Bidder shall use (unless and until this Agreement is terminated pursuant to Clause 9) take all reasonable efforts actions required in order to lift any restraint, injunction or other legal bar to re-initiate the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall Scheme process as promptly deliver to Parent a copy of each as reasonably practicable (it being understood that no such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained lapsing described in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets), or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license of this Clause 7.1(g) shall, in and of itself, result in a termination of, or otherwise make available, affect any rights or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations obligations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the OfferParty under, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableAgreement).

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject Without limiting any other provision of this Agreement, including, without limitation, the conditions to Section 6.6(bthe Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, foregoing but subject to Section 6.6(bSections 5.3 and 5.7(b), each party Party to this Agreement shall use commercially reasonable efforts to (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. The Company shall promptly deliver , including the Merger, and to Parent a copy carry out fully the purposes of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Periodthis Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and subject to Section 5.3, no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Body Authority or otherwise) regarding its future operations operations. (c) Each of Innovate and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisablehereby.

Additional Agreements. (a) Subject to Section 6.6(b)the terms hereof, Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementAgreement as expeditiously as reasonably practicable. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms hereof, each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodMerger. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Company shall not have any obligation under this Agreement: Agreement (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any material assets, or to commit to cause any of the Acquired Corporations to dispose of any material assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or servicematerial product, or to commit to cause any of the Acquired Corporations to discontinue offering any product or servicematerial product; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, material technology or software or other Company IPmaterial Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, material technology or software or other Company IPmaterial Proprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any material assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any material assets or operations; or (v) to make or cause any of its Subsidiaries to make any material commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this AgreementAgreement and except as set forth on Part 4.2(a) of the Tigris Disclosure Schedule, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.2(c), Parent the Sellers and the Company Purchaser shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.2(c), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer Transactions on a timely basis, including filing with the appropriate foreign Governmental Bodies any notification or other forms required to be filed under applicable foreign antitrust laws with respect to the Transactions, together with a request for early termination of any applicable waiting period; and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwiseincluding the Consents set forth in Part 6.3 of the Disclosure Schedule) by such party in connection with the Offer Transactions on a timely basis; provided, however, that the Sellers shall have no obligation to use any efforts to obtain any of the Consents identified in Part 5.2 of the Disclosure Schedule; and provided further, that in the event that Parent notifies the Purchaser in writing during the Pre-Closing Period that Parent believes it would be in the best interests of the Sellers and the Merger and each Purchaser not to attempt to obtain (or to delay obtaining) any particular Consent that is not identified in either Part 6.3 of the other transactions contemplated by this AgreementDisclosure Schedule or Part 5.2 of the Disclosure Schedule ("Designated Consent"), Parent shall not be required to use any further efforts to obtain such Designated Consent (or may delay efforts to obtain such Designated Consent) unless the Purchaser reasonably objects to such notice; and (iii) the parties shall use all reasonable efforts cooperate with each other and their respective Representatives, and prepare and make available such documents and take such other actions as any party may request in good faith, in connection with any filing, notice or Consent that such party is required or elects to lift any restraintmake, injunction give or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreementobtain. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company first party during the Pre-Closing Period. (b) The parties shall use all reasonable efforts to ensure that during the Pre-Closing Period, the Parent Entities and their respective Representatives and the Purchaser and the Purchaser's Representatives, cooperate with each other to prepare and make available such documents and take such other actions as the Purchaser or the Sellers may reasonably request in good faith, in connection with any filing, notice or Consent that the Purchaser or the Sellers are required or elect to make, give or obtain. (c) Notwithstanding anything to the contrary contained in this AgreementAgreement (but without in any way limiting the Designated Contractual Obligations required to be assumed by the Purchaser at the Closing), Parent the Purchaser shall not have any obligation under this Agreement: Agreement (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPTechnology or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, Transactions if the Merger or any of the other transactions contemplated by this Agreement if Parent Purchaser determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Software or other Company IPIntangible, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software Software or other Company IPIntangible; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b6.4(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.4(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Each of Parent and the Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might is not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable. (c) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of the Company that, in each case of clauses (i) and (ii), would make the timely satisfaction of any condition set forth in Section 6 or Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. No notification given to Parent pursuant to this Section 5.7(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. (d) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by Parent in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant or obligation of Parent that, in each case of clauses (i) and (ii), would make the timely satisfaction of any condition set forth in Section 6 or Section 7 impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect on Parent. No notification given to the Company pursuant to this Section 5.7(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent contained in this Agreement. (e) During the Pre-Closing Period, Parent shall not (without the prior written consent of the Company, which consent, or refusal to consent, will not be unreasonably delayed): (i) declare, accrue, set aside or pay any extraordinary dividends or make any other extraordinary distribution in respect of any shares of Parent Common Stock; (ii) amend or permit the adoption of any amendment to its certificate of incorporation (other than an amendment to increase the authorized shares of Parent Common Stock) in a manner adverse to the stockholders of the Company; (iii) commence or consummate any merger (other than the Merger), share exchange, exchange offer or other business combination or series of mergers, share exchanges, exchange offers, which in the aggregate (i) would result in the issuance of more than 25,000,000 shares of Parent Common Stock, or (ii) which would reasonably be expected to delay the consummation of the Merger; (iv) take or agree to take any action which would result in the failure to satisfy the condition provided for in Section 7.1 or Section 7.2; or (v) agree or commit to take any of the actions described in clauses "(i)" through "(iii)" of this Section 5.7(e).

Additional Agreements. (a) Subject to Section 6.6(b5.08(b), Parent Parent, Acquisition Sub and the Company Seller shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.08(b), each party to this Agreement Agreement: (i) shall make all filings with a Governmental or Regulatory Authority and shall use commercially reasonable efforts to give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and ; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and Acquisition Sub shall not have any obligation under this Agreement: : (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; ; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; ; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; intellectual property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; ; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or Regulatory Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent or Acquisition Sub determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company and Parent shall provide each other with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give each other a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company and Parent shall each promptly deliver to Parent the other a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) . Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement to contest any Legal Proceeding or any order, writ, injunction, judgment or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableContemplated Transactions.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions, (ii) shall use all commercially reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions, and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained Except as otherwise specifically provided in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technologyIntellectual Property, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; operations, or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; , or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b)Each of the Parties will comply in all material respects with all applicable laws and with all applicable rules and regulations of any Governmental Entity in connection with its execution, Parent delivery and performance of this Agreement and the Company shall transactions contemplated hereby. Each of the Parties agrees to use all commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to effect all necessary registrations and filings, and to use all commercially reasonable efforts to take, or cause to be taken, all other actions necessary and to do, or cause to be done, all other things necessary, proper or advisable to consummate the Offer and the Merger and make effective as promptly as practicable the other transactions contemplated by this AgreementAgreement and to effect all necessary filings under the 1933 Act, the Exchange Act and the HSR Act. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) of Verizon and NorthPoint shall make all filings promptly prepare and give all notices required to be made and given by such party file a Premerger Notification in connection accordance with the Offer HSR Act, shall promptly comply with any requests for additional information, and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all its commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each termination of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall waiting period thereunder as promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Periodas practicable. (b) Notwithstanding anything to Each of Verizon and NorthPoint shall, in connection with the contrary contained efforts referenced in this AgreementSection 7.3(a) hereof, Parent shall not have any obligation under this Agreement: (i) to dispose of cooperate in all respects with each other in connection with any filing or transfer submission and in connection with any investigation or cause other inquiry, including any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assetsproceeding initiated by a private party; (ii) to discontinue or cause promptly inform the other party of any of its Subsidiaries to discontinue offering any product or servicematerial communication received by such party from, or given by such party to commit to cause any Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Acquired Corporations to discontinue offering any product or service; transactions contemplated hereby and (iii) consult with each other in advance of any meeting or conference with any such Governmental Entity or, in connection with any proceeding by a private party, with any other Person, and to license the extent permitted by the applicable Governmental Entity or other Person, give the other Party the opportunity to attend and participate in such meetings and conferences. (c) In furtherance and not in limitation of the covenants of the parties contained in Sections 7.3(a) and (b) hereof, if any administrative or judicial action or proceeding, including any proceeding by a private party, is instituted (or threatened to be instituted) challenging any transaction contemplated by this Agreement as violative of any applicable law, or if any statute, rule, regulation, executive order, decree, injunction or administrative order is enacted, entered or promulgated or enforced by a Governmental Entity which would make the Merger, the Asset Contribution or the other transactions contemplated hereby illegal or otherwise make availableprohibit or materially impair or delay consummation of the transactions contemplated hereby, each of Verizon and NorthPoint shall cooperate in all respects with each other and use all commercially reasonable efforts to contest and resist any such action or cause any of its Subsidiaries to license or otherwise make availableproceeding, to have vacated, lifted, reversed or overturned any Persondecree, any technologyjudgment, software injunction or other Company IPorder, whether temporary, preliminary or to commit to cause any permanent, that is in effect and that prohibits, prevents or restricts consummation of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement and to have such statute, rule, regulation, executive order, decree, injunction or administrative order repealed, rescinded or made inapplicable. (d) Nothing in this Agreement shall require Parent, NorthPoint, Verizon or their respective Subsidiaries to sell, hold separate or otherwise dispose of or conduct their business in a manner, or agree to sell, hold separate or otherwise dispose of or conduct their business in a specified manner or permit the sale, holding separate or other disposition, of any assets of Parent, NorthPoint, Verizon or their respective Subsidiaries or the conduct of their business in a specified manner, whether as a condition to obtaining any approval from a Government Entity or any other Person or for any other reason, if Parent determines such sale, holding separate or other disposition or the conduct of their business in good faith that contesting a specified manner, in the aggregate, would have a Material Adverse Effect on Parent, NorthPoint, Verizon or the Verizon DSL Business, after giving effect to the Merger. (e) Notwithstanding the foregoing or any other provision of this Agreement, nothing in this Section 7.3 shall limit a Party's right to terminate this Agreement pursuant to Section 9.1 hereof so long as such Legal Proceeding might not be advisableParty has up to then complied in all respects with its obligations under this Section 7.3.

Additional Agreements. (a) Subject to Section 6.6(bSections 4.5, 5.2(d), Parent 5.3(d) and 5.6(b), the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Material Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Entity relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time before making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Entity or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b)During the Pre-Closing Period, Parent and the Company Parties shall (a) use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer Contemplated Transactions and the Merger and make effective (b) reasonably cooperate with the other transactions contemplated Parties and provide the other Parties with such assistance as may be reasonably requested for the purpose of facilitating the performance by each Party of its respective obligations under this AgreementAgreement and to enable the Surviving Corporation to continue to meet its obligations under this Agreement following the Closing. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement Party shall use commercially reasonable efforts to: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and Contemplated Transactions; (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to, the Contemplated Transactions; and (iv) satisfy the conditions precedent to the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during Contemplated Transactions. (b) During the Pre-Closing Period, the Parties shall (i) cooperate in all respects and consult with each other in connection with any filing, submission or communication with any Drug Regulatory Agency, including allowing the other Party to have a reasonable opportunity to review in advance and comment on drafts of filings and submissions, (ii) give the other Party prompt notice of any communications from any Drug Regulatory Agency in connection with such filing, submission or prior communication, (iii) consult in advance and cooperate with the other Party and consider in good faith the views of the other Party in connection with any substantive communication, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal to be made or submitted in connection with any such filing or submission with any Drug Regulatory Agency, (iv) except as may be prohibited by any Legal Requirement, in connection with any such filing or submission, provide advance notice of and permit authorized Representatives of the other Party to be present at each meeting or conference relating to such filing or submission and to have access to and be consulted in advance in connection with any argument, opinion or proposal to be made or submitted to any Drug Regulatory Agency in connection with such filing or submission. (bc) Notwithstanding anything to During the contrary contained in this AgreementPre-Closing Period, Parent shall not have any obligation under this Agreement: (itake, and shall cause its Representatives to take the actions set forth on Schedule 5.7(c) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisablehereto.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Acquired Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.or

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions and to vest Xcyte with full right, title, interest and possession of and to all of the Cyclacel Shares. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Transaction; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer Transactions or for such Contract to remain in full force and the Merger and each of the other transactions contemplated by this Agreement, and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to, the Transactions; and (iv) shall use all commercially reasonable efforts to satisfy the conditions precedent to the Offer, the Merger or any consummation of the Transactions. Each Party shall provide to the other transactions contemplated by this AgreementParty a copy of each proposed filing with or other submission to any Governmental Body relating to the Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.make

Additional Agreements. (a) Subject to Section 6.6(b)Sections 4.5, Parent 5.2, 5.3, 5.5 and 5.6, the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)paragraph (b) below, each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Material Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Entity relating to any of the Contemplated Transactions, and shall (if reasonably practicable) give the other Party a reasonable time before making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Entity or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) Prior to the Closing, A▇▇▇▇▇ shall have the right to control the defense and settlement of any stockholder litigation against Adamis or any of its directors or officers relating to this Agreement or the Contemplated Transactions, and shall, subject to applicable considerations of privilege and confidentiality, keep DMK reasonably apprised of any material developments in connection with any such litigation.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, Offer or the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, Offer or the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith upon the advice of outside counsel that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Acquired Company Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompanies.

Additional Agreements. (a) Subject to Section 6.6(b)the terms and conditions herein provided, Parent and each of the Company shall parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all actions necessary and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use including using all reasonable efforts to obtain each Consent (if any) required all necessary waivers, consents and approvals, to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer effect all necessary registrations and the Merger filings and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the OfferMerger subject, however, in the case of the Merger or any Agreement, to the appropriate vote of the other shareholders of the Company. Notwithstanding the foregoing, there shall be no action required to be taken and no action will be taken in order to consummate and make effective the transactions contemplated by this Agreement. The Company shall promptly deliver to Parent Merger Agreement if such action, either alone or together with another action, would result in a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodMaterial Adverse Effect. (b) Notwithstanding anything In case at any time after the Effective Date any further action is necessary or desirable to carry out the purposes of this Merger Agreement, the proper officers, directors and/or trustees of Purchaser, Sub and the Company shall take all such necessary action. (c) The Company shall give prompt notice to Purchaser, and Purchaser or Sub shall give prompt notice to the contrary Company, of (i) any representation or warranty made by it contained in this Agreement, Parent shall not have Merger Agreement becoming untrue or inaccurate in any obligation under this Agreement: (i) to dispose of respect or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) the failure by it to discontinue comply with or cause satisfy in any of its Subsidiaries material respect any covenant, condition or agreement to discontinue offering any product be complied with or servicesatisfied by it under this Merger Agreement; provided, however, that no such notification shall affect the representations, warranties, covenants or to commit to cause any agreements of the Acquired Corporations parties or the conditions to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any the obligations of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the parties under this Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableAgreement.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodMerger. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) take or commit to contest take any Legal Proceeding relating other action that limits Parent’s freedom of action with respect to, or its ability to the Offerretain, the Merger its Subsidiaries or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Acquired Corporations or any material portions thereof or any of the businesses, product lines, properties or assets of its Subsidiaries or any of the Acquired Corporations; or (vii) commence any Legal Proceeding might not be advisableagainst any Entity in order to facilitate the consummation of the Merger.

Additional Agreements. (a) Subject to Section 6.6(b6.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.7(b), each party to this Agreement (i) shall make all deliveries and filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such delivery or filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: Agreement (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; assets (other than payment of the consideration pursuant to Section 2.4(a)(iii) and 2.4(a)(iv)), (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; , (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Technology or other Company IPIntellectual Property Right, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technologyTechnology or Intellectual Property Right, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; , (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; Companies, or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might would not be advisable. (c) Unless the board of directors of the Company shall have effected a Change in Recommendation, the Company shall, at the reasonable request of Parent, execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be necessary to evidence or effect the consummation of this Agreement and the transactions contemplated by this Agreement.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each Each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, and (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or serviceproduct, or to commit to cause any of the Acquired Corporations to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.or

Additional Agreements. (a) Subject to Section 6.6(b)the terms and conditions of this Agreement, Parent and each of the Company shall and Parent agree to cooperate fully with each other and to use all reasonable best efforts to take, or cause to be taken, all actions necessary actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate the Offer and the Merger and make effective effective, at the other transactions time and in the manner contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated Transactions. In case at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement (including any merger between a Subsidiary of Parent, on the one hand, and a Subsidiary of the Company, on the other) or to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either party to the Merger, the proper officers and directors of each party and their respective Subsidiaries shall, at Parent’s sole expense, take all such necessary action as may be reasonably requested by Parent. (b) Parent may at any time change the method of effecting the Merger and the Bank Merger (including by providing for the merger of the Company with a wholly owned Subsidiary of Parent), and the Company agrees to enter into such amendments to this Agreement as Parent may reasonably request in order to give effect to such restructuring; provided, however, that no such change or amendment shall (i) alter or change the amount, kind or timing (in a manner that materially delays) of the receipt of the Merger Consideration provided for in this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with adversely affect the Offer and Tax treatment of the Merger and each of with respect to the other transactions contemplated by this Agreement, and Company’s shareholders or (iii) shall use all reasonable efforts be reasonably likely to lift any restraint, injunction cause the Closing to be prevented or other legal bar to materially delayed or the Offer, the Merger or any receipt of the other transactions contemplated by this Agreement. The Company shall promptly deliver Regulatory Approvals to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Periodbe prevented or materially delayed. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.3(b), Parent ONCE, ISI and the Company DTI shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger Share Exchange and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.3(b), each party to this Agreement of ONCE, ISI and DTI: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger Share Exchange and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each Share Exchange or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger Share Exchange or any of the other transactions contemplated by Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each of ONCE, ISI and DTI shall provide to the other of such Parties a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give each such other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each of ONCE, ISI and DTI shall promptly deliver to Parent the other of such Parties a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger Share Exchange or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions, (ii) shall use all commercially reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions, and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained Except as expressly set forth in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technologyIntellectual Property, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; operations, or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.9(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable. 42.

Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 5.5, and subject to Section 6.6(b)the terms and conditions of this Agreement, Parent and the Company shall use all reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms and conditions of this Agreement, each party to this Agreement Party shall (ia) shall make all filings and (if any), give all notices required to be made (if any) and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent all Consents (if any) required to be obtained (made or given by such Party in connection with the Transactions pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Material Contract set forth in connection with the Offer and the Merger and each Section 5.9 of the other transactions contemplated by this AgreementCompany Disclosure Schedule, and (iiib) shall use all reasonable best efforts to lift any restraint, injunction or other legal bar (other than with respect to Antitrust Laws and Foreign Direct Investment Laws) to this Agreement or the OfferTransactions brought by any third Person against such Party, and (c) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, in each case, which is inconsistent with this Agreement or would reasonably be expected to prevent, materially delay or otherwise impede the Merger or any consummation of the other transactions Transaction contemplated by this Agreement. For the avoidance of doubt, neither Party shall be required to (x) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of monetary or economic value, (y) amend, supplement or otherwise modify any Contract or (z) agree or commit to do any of the foregoing, in each case, for the purposes of obtaining any Consent, nor shall making any such filing, giving any such notice or obtaining any such Consent be a condition precedent to any of Parent’s or ▇▇▇▇▇▇ Sub’s obligations to consummate the Closing. This Section 5.9 shall not apply to approval under Antitrust Laws or Foreign Direct Investment Laws, which are the subject of Section 5.5. The Company shall promptly deliver give notice to Parent as promptly as reasonably practicable after (and shall subsequently keep Parent informed on a copy reasonably current basis of each any developments related to such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (bnotice) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: it becomes aware of (i) to dispose the receipt of or transfer or cause any notice from any Person alleging that the Consent of its Subsidiaries to dispose of or transfer any assets, or to commit to cause such Person is required in connection with any of the Acquired Corporations to dispose of any assets; Transactions or (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest that any Legal Proceeding has been commenced or threatened in writing relating to or involving the Offer, the Merger Company or any Company Subsidiary that relates to the consummation of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableTransactions.

Additional Agreements. (a) Subject to Section 6.6(bSections 4.5, 5.3(c) and 5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(bSections 6.2(a), Parent 6.2(b), 6.3(c) and 6.3(d) and applicable Laws, upon reasonable notice to an officer of such party, each of ▇▇▇▇▇▇▇ and ICEsoft shall afford the Company officers, employees, counsel, accountants and other authorized representatives and advisors (“Representatives”) of the other party access, during normal business hours from the date hereof and until the earlier of the Effective Time or the termination of this Agreement, to its properties, books, contracts and records as well as to its management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of such party. During such period, each of ▇▇▇▇▇▇▇ and ICEsoft shall furnish promptly to the other party all information concerning such party’s business, properties and personnel as the other party may reasonably request. (b) Subject to the terms and conditions herein provided, each of the parties hereto covenants and agrees to use all reasonable commercial efforts to take, or cause to be taken, all actions necessary action and to do, or cause to be done, all things necessary, proper or advisable to consummate the Offer and the Merger and make effective as promptly as practicable the Transactions and to co-operate with each other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer foregoing, including using reasonable commercial efforts to: (i) to obtain all waivers, consents and the Merger and the approvals from other transactions contemplated by this Agreement, parties to Material Contracts; (ii) shall use all reasonable efforts to obtain each Consent (if any) all necessary consents, approvals and authorizations as are required to be obtained (pursuant to under any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.Law; (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software defend all lawsuits or other Company IPlegal, regulatory or other proceedings to commit to cause any which it is a party challenging or affecting this Agreement or the consummation of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; Transactions; (iv) to hold separate cause to be lifted or cause rescinded any of its Subsidiaries to hold separate any assets injunction or operations (either before restraining order or after other order adversely affecting the Closing Date), or to commit to cause any ability of the Acquired Corporations parties to hold separate any assets or operations; consummate the Transactions; (v) to make or cause any effect all necessary registrations and other filings and submissions of its Subsidiaries information requested by Governmental Entities in respect of the completion of the Transactions (including the furnishing of information needed to make any commitment (such filings or to respond to any inquiry from any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or Entity); (vi) to contest prepare and file any Legal Proceeding filings required under the Securities Act and any other Laws relating to the OfferTransactions; and (vii) to fulfil all conditions and satisfy all provisions of this Agreement to be fulfilled by it. For the purposes of this Agreement the obligation to use “reasonable commercial efforts” (a) to obtain waivers, the Merger or consents and approvals to Contracts shall not include any obligation to agree to a materially adverse modification of the terms of such documents or to prepay or incur additional material obligations to other transactions contemplated by parties to such documents, (b) to fulfil all conditions and satisfy all provisions of this Agreement if Parent determines shall not include any obligation to agree to any materially adverse modification of the terms of such documents or to incur any additional material obligations to the other parties to such documents, and (c) to obtain all necessary consents, approvals and authorizations as are required to be obtained under any Law shall not include any obligation on ▇▇▇▇▇▇▇, Subco or ICEsoft to accept any terms or conditions relating to any governmental or regulatory approval which would result in good faith a materially adverse modification or to incur any additional material obligations; and, in any such event, shall not include an obligation to expend financial or human resources that contesting such Legal Proceeding might are not be advisablecommercially reasonable in each circumstance or in the aggregate.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 5.2, and subject to Section 6.6(b)the terms and conditions of this Agreement, Parent and the Company shall (and shall cause their respective Affiliates to) use all reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms and conditions of this Agreement, each party Party shall (and shall cause its respective Affiliates to) use reasonable best efforts to this Agreement (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party pursuant to any Material Contract in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (iib) shall use all reasonable efforts to obtain seek each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party Party in connection with the Offer and Transactions to the Merger and each extent requested in writing by Parent in a form reasonably acceptable to Parent; provided, that (i) without the prior written consent of Parent, the Company shall not pay or commit to pay to such Person that is not a Governmental Body, whose approval or consent is being solicited any cash or other transactions contemplated by this Agreementconsideration, make any commitment or incur any liability or other obligation due to such Person, and (iiiii) neither Parent nor any of its Affiliates shall use all reasonable efforts be required to pay or commit to pay to any Person that is not a Governmental Body whose approval or consent is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation to any such Person, and (c) seek to lift any restraint, injunction or other legal bar to the OfferMerger brought by any third party, the Merger or any of the other transactions contemplated by this Agreementthan a Governmental Body pursuant to an Antitrust Law (which matter is addressed in Section 5.2), against such Party. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) The Company shall deliver to Parent the Additional Company Financial Statements prior to or on May 19, 2014; provided, however that the Company shall be deemed to be in compliance with this Section 5.6(c) if the Additional Company Financial Statements are delivered after May 19, 2014 and Parent does not provide notice in writing of Parent’s intention to assert a breach of this Section 5.6(c) within three (3) Business Days of delivery of the Additional Company Financial Statements.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this Agreement. The Company Contemplated Transactions; and (iv) shall promptly deliver use commercially reasonable efforts to Parent a copy satisfy the conditions precedent to the consummation of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodClosing. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent each of Company and Castle shall not have any obligation be obligated under this AgreementAgreement to use their commercially reasonable efforts: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines Contemplated Transactions, provided, however, that (x) such actions are conditioned upon the occurrence of the Closing, (y) such actions are reasonably necessary to consummate the Contemplated Transactions, and (z) no such action, either individually or in good faith that contesting such Legal Proceeding might not the aggregate, would be advisablereasonably expected to result in a material adverse impact on any Party’s expected benefits from the Contemplated Transactions.

Additional Agreements. (a) Subject Without limiting any other provision of this Agreement, including, without limitation, the conditions to Section 6.6(bthe Closing in Sections 6, 7 and 8 and subject to Sections 5.3 and 5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, foregoing but subject to Section 6.6(bSections 5.3 and 5.7(b), each party Party to this Agreement shall use commercially reasonable efforts to (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in Table of Contents connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other Contemplated Transactions; (iv) satisfy the conditions precedent to the consummation of this Agreement and (v) execute and deliver any additional instruments that are or may become reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement. The Company shall promptly deliver , including the Merger, and to Parent a copy carry out fully the purposes of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Periodthis Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent and subject to Section 5.3, no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Body Authority or otherwise) regarding its future operations operations. (c) Each of Radiant and Merger Sub will take all actions necessary to (i) cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to the Effective Time shall not conduct any business, incur or guarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisablehereby.

Additional Agreements. (a) Subject to Section 6.6(b5.2(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.2(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b6.3(b), Parent and Parent, Purchaser, the Company and each Selling Shareholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Acquisition and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.3(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger Acquisition and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger Acquisition or any of the other transactions contemplated by this AgreementContemplated Transactions. The Each of Parent, Purchaser and the Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Purchaser shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Acquisition if Parent or Purchaser determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b)6.3(b) hereof, the Seller, Parent and the Company Purchaser shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)6.3(b) hereof, each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any consummation of the other transactions contemplated by this AgreementTransactions. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company first party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Purchaser shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Transactions if Parent or the Purchaser determines in good faith that contesting such Legal Proceeding might not be advisablemay, if adversely determined, have a material adverse effect on the business, operations, financial condition or prospects of Parent or the Purchaser.

Additional Agreements. (a) Subject to Section 6.6(b5.4(b), and without limiting the provisions of Section 5.1, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Share Allocation and make effective the other transactions contemplated by Contemplated Transactions. Subject to Section 5.4(b), Parent shall use its best efforts to obtain the Required Approval under the Korean Monopoly Regulation and Fair Trade Act as promptly as practicable after the date of this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.4(b), each party to this Agreement Agreement: (i) shall make cause to be made all filings and give cause to be given all notices required to be made and given by such party in each case that constitute Required Approvals in connection with the Offer and Offer, the Merger Share Allocation and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party that constitutes a Required Approval in connection with the Offer and Offer, the Merger and each Share Allocation or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger Share Allocation or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in Section 5.1, Section 5.4 or elsewhere in this Agreement, except for agreeing to the limitations set forth on Schedule I to Annex I, neither Parent nor Acquisition Sub shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iviii) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company; (iv) take or commit to take any other action that limits Parent’s freedom of action with respect to, or its ability to retain, its Subsidiaries or the Company or any material portions thereof or any of the Acquired Corporationsbusinesses, product lines, properties or assets of its Subsidiaries or the Company; or (viv) to contest commence any Legal Proceeding relating against any Entity in order to facilitate the consummation of the Offer, the Merger or any of Share Allocation and the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableContemplated Transactions.

Additional Agreements. 11.1 Subject to Clauses 8.5 and 8.6 of this Agreement, nothing in this Agreement shall hinder or restrict the Company or the Board during the period from the signing of this Agreement until and including Completion from: (a) Subject to Section 6.6(b), Parent Conducting the Group’s businesses as the Board and the Company shall use all reasonable efforts to takeExecutive Management deem fit and appropriate and deciding on the strategy of the Group as the Board deems fit and appropriate and in accordance with their fiduciary and similar duties, or cause to be takenhowever in doing this, all actions necessary to consummate for the avoidance of doubt, taking the existence of the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period.into due consideration; (b) Notwithstanding anything Upon being approached by any bona fide third party to engage in discussions or negotiations with any such third party and otherwise facilitating or assisting in processes that may lead to an alternative proposal or public offer to acquire any Shares or any other transaction involving the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of Company and its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger Affiliates or any of their assets, as deemed reasonably necessary or appropriate (as decided by the Board in its sole discretion) in the exercise of the Board’s fiduciary or similar duties under applicable law, rules and regulations; provided, however, that the Company shall, and shall cause the other transactions contemplated members of the Group and its and their respective Representatives to: (1) immediately cease all existing or planned discussions or negotiations with any Person (other than Parent or the Offeror) with respect to an Acquisition Proposal, and (2) not actively solicit or initiate any inquiries related to or the making of an Acquisition Proposal; (c) Withdrawing or amending the Board Recommendation as deemed reasonably necessary or appropriate (as decided by the Board in its sole discretion) in the exercise of the Board’s fiduciary or similar duties under applicable law, rules and regulations; (d) Recommending any competing public offer for the acquisition of all or a part of the Shares as deemed reasonably necessary or appropriate (as decided by the Board in its sole discretion) in the exercise of the Board’s fiduciary or similar duties under applicable law, rules and regulations; or (e) Taking any other action as deemed reasonably necessary or appropriate (as decided by the Board in its sole discretion) in the exercise of the Board’s fiduciary or similar duties under applicable law, rules and regulations. 11.2 The obligations undertaken by the Company and the Board under this Agreement if Parent determines Clause 11 shall automatically terminate in good faith that contesting such Legal Proceeding might not be advisablethe event of, and then immediately upon, the Board withdrawing the Board Recommendation pursuant to this Clause 11.

Additional Agreements. (a) Subject to Section 6.6(b6.4(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.4(b), each party to this Agreement Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Each of Parent and the Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.of

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the OfferMerger, (iv) shall execute and deliver any additional instruments, documents, certificates or agreements necessary to consummate the Merger or any of and the other transactions contemplated by this Agreement and to carry out the purposes and intent of this Agreement, and (v) shall fulfill their respective obligations under Sections 6 and 7. The Each of the Company and Parent shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company other party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementSection 5.8: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or serviceproduct, or to commit to cause any of the Acquired Corporations Company to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.Proprietary Asset the

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions and the Stockholder Agreements. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make cause to be made all filings (if any) and give cause to be given all notices (if any) required to be made and given by such party or any Subsidiary of such Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions and the Stockholder Agreements, (ii) shall use all reasonable efforts to obtain cause to be obtained each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this AgreementContemplated Transactions and the Stockholder Agreements, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions or any of the Stockholder Agreements. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor Acquisition Sub shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Rights, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Rights; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding commenced by any Governmental Body relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions or any of the Stockholder Agreements if Parent determines in good faith that the costs and other consequences of contesting such Legal Proceeding might not be advisablewould make it inadvisable for Parent or Acquisition Sub to contest such Legal Proceeding.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger I and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger I and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each I or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger I or any of the other transactions contemplated by this AgreementContemplated Transactions. The Parent and the Company shall provide each other with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Parent and the Company shall promptly deliver to Parent each other a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger I or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) . Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assetsAssets, or to commit to cause any of the Acquired Corporations Company to dispose of any assetsAssets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Software or other Company IPIntangible, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software Software or other Company IPIntangible; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets Assets or operations (either before or after the Closing DateEffective Time), or to commit to cause any of the Acquired Corporations Company to hold separate any assets Assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompany; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement shall (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company Each party shall promptly deliver to Parent the other, to the extent material, a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Company shall not have any obligation under this Agreement: Agreement to do any of the following (or cause the other to do any of the following): (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations subsidiaries to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), ; or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableoperations.

Additional Agreements. (a) Subject to Section 6.6(bSections 5.2(c) and 5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(bSections 5.2(c) and 5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, and (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompany.

Additional Agreements. (a) Subject to Section 6.6(b6.5(b), Parent Parent, Merger Sub and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.5(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, ; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, ; and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Company shall not have any obligation under this AgreementAgreement to: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent it determines in good faith that contesting such Legal Proceeding might not be advisable. (c) During the Pre-Closing Period, the Company shall promptly notify Parent in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would or is reasonably likely to cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant, obligation or other agreement of the Company that, in each case of clauses (i) and (ii), could make the timely satisfaction of any condition set forth in Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect. No notification given to Parent pursuant to this Section 6.5(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the Company contained in this Agreement. (d) During the Pre-Closing Period, Parent shall promptly notify the Company in writing of (i) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would or is reasonably likely to cause or constitute a material inaccuracy in any representation or warranty made by Parent or Merger Sub in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance, or such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; and (ii) any material breach of any covenant, obligation or other agreement of Parent or Merger Sub that, in each case of clauses (i) and (ii), could make the timely satisfaction of any condition set forth in Section 7 impossible or unlikely or that has had or could reasonably be expected to have a Parent Material Adverse Effect. No notification given to the Company pursuant to this Section 6.5(d) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of Parent or Merger Sub contained in this Agreement.

Additional Agreements. (a) Subject to Section 6.6(b5.4(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.4(b), during the Pre-Closing Period, (i) the Company shall use commercially reasonable efforts to cause the conditions set forth in Section 6 to be satisfied on a timely basis, (ii) Parent and Merger Sub shall use commercially reasonable efforts to cause the conditions set forth in Section 7 to be satisfied on a timely basis, (iii) each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by Contemplated Transactions, and (iv) each party to this Agreement, (ii) Agreement shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company shall promptly deliver to Parent a copy of each such filing mademade and each such notice given, and a copy of each such Consent obtained, by the Company during the Pre-Closing Period. Parent shall promptly deliver to the Company a copy of each such filing made and each such notice given and each such Consent obtained by the Company Parent during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this AgreementAgreement (including, in the case of NitroMed, Section 8.6 and 8.7). The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b)7.7(b) and in the case of the Company, Parent subject to Section 5.3, Acquiror and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b7.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent Acquiror a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodCompany. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent Acquiror shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or serviceproduct, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software Software or other Company IPIntangibles, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software Software or other Company IPIntangibles to the extent reasonably practicable; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.or

Additional Agreements. (aA) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the 57 generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger Combination and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each Combination or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementCombination. The Company parties shall promptly deliver to Parent each other a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (bB) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company Entities to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company Entities to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations Company Entities to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company Entities to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; Company Entities, or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Combination if Parent determines in good faith that contesting such Legal Proceeding might is not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.9(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger Transaction and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.9(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger Transaction and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or any Company Material Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each Transaction or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Company Material Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger Transaction or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any material assets; (ii) except as otherwise contemplated in this Agreement, to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger Transaction or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding might or order, writ, injunction or decree would not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.3(b), the Seller, Parent and the Company Purchaser shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.3(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any consummation of the other transactions contemplated by this AgreementTransactions. The Company Each party shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company first party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, neither Parent nor the Purchaser shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.;

Additional Agreements. (a) Subject to Section 6.6(b)Each of Parent, Parent Acquisition Sub and the Company shall, and shall use all cause each of their respective Subsidiaries to use, their respective commercially reasonable efforts to take, or cause to be taken, all actions necessary reasonably necessary, proper or advisable on its part under this Agreement and under applicable Legal Requirements to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect necessary notices, reports and other filings and to obtain as promptly as practicable all Consents it is required to obtain. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make cause to be made all filings (if any) and give cause to be given all notices (if any) required to be made and given by such party or any Subsidiary of such party in connection with the Offer and the Merger and the other transactions contemplated Contemplated Transactions and the Stockholder Agreement (including the filing with the Federal Trade Commission and the Antitrust Division of the Department of Justice of a Notification and Report Form relating to the Contemplated Transactions as required by this Agreementthe HSR Act), (ii) shall use all commercially reasonable efforts to obtain cause to be obtained each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this AgreementContemplated Transactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by Contemplated Transactions. Each of the parties to this AgreementAgreement shall cooperate and provide such assistance to the other parties as may reasonably be necessary to make such notices and filings, obtain such Consents or lift any such legal bar. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to . In exercising the contrary contained in this Agreementforegoing rights, each of the Company, Parent and Acquisition Sub shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableact reasonably and as promptly as practicable.

Additional Agreements. (a) Subject to Section 6.6(b7.3(b), Parent the Purchaser, the Founders and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Offer and the Merger Acquisition and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b7.3(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger Acquisition and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each Acquisition or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementAcquisition. The Founders shall cause the Company shall to, and the Company shall, promptly deliver to Parent the Purchaser a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent the Purchaser shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompany.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger Combination and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each Combination or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementCombination. The Company parties shall promptly deliver to Parent each other a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company Entities to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Company Entities to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations Company Entities to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company Entities to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; Company Entities, or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Combination if Parent determines in good faith that contesting such Legal Proceeding might is not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company The Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this AgreementContemplated Transactions or for such Contract to remain in full force and effect, and (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission and consider in good faith such Party's comments with respect thereto. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything NitroMed shall prepare and file on or before the relevant due dates therefor, all Federal, state, local and foreign Tax Returns required to the contrary contained in this Agreement, Parent shall not have be filed by NitroMed or any obligation under this Agreement: (i) NitroMed Subsidiary prior to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), taking into account any validly obtained extensions of time for filing such Tax Returns, and shall pay on or before the applicable due dates all Taxes shown to commit be due and payable on such Tax Returns and all other Taxes, including, without limitation, estimated Taxes and any Taxes payable with any applicable Tax Return extensions, which become due and payable prior to cause the Closing Date. NitroMed will provide Deerfield with a reasonable opportunity to review each income Tax Return prior to the filing thereof. (c) NitroMed shall prepare and file, and the Parties shall cooperate with NitroMed in doing so, all Tax Returns regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or stamp Taxes, any transfer, recording, registration or other fees or any similar Taxes which become payable in connection with the Contemplated Transactions that are required to be filed on or before the Effective Time. All such Taxes will be paid by NitroMed. (d) Prior to the Effective Time, NitroMed shall have used commercially reasonable efforts to extend the agreement referred to in Part 2.11(a)(x)(6) of the Acquired Corporations to hold separate any assets or operations; (vDisclosure Schedule in accordance with the terms set forth in Part 5.5(d) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableDisclosure Schedule.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings with a Governmental Body and shall use all reasonable effort to give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Software or other Company IPIntangible, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software Software or other Company IPIntangible; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) reasonably required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) The Acquiror shall terminate or sublease (to a sublessee reasonably acceptable to the Company) its current facilities leases. (d) The Acquiror shall obtain the resignations of, or terminate, all of its officers and employees, except for those listed on Schedule 5.8(d)(i) of the Acquiror Disclosure Letter, effective no later than immediately prior to the Effective Time, and deliver evidence of such resignations and/or terminations to the Company at or prior to the Effective Time. The Board of Directors of the Acquiror shall appoint each of the individuals set forth on Schedule 5.8(d)(ii) as officers of the Acquiror, effective as of the Effective Time. (e) The Acquiror and the Company shall obtain the resignations of, or terminate, all of their respective directors, except for those listed on Schedule 5.8(e)(i) of the Acquiror Disclosure Letter or Company Disclosure Letter, respectively, effective no later than immediately prior to the Effective Time, and deliver evidence of such resignations and/or terminations to the other Party at or prior to the Effective Time. The Acquiror shall take such actions as necessary to reduce the size of its Board of Directors to seven (7) members, effective prior to, at or immediately following the Effective Time and to appoint, effective as of the Effective Time, the following persons to serve as members of the Board of Directors of the Acquiror: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and such other current member of the Acquiror’s Board of Directors as selected by the Acquiror’s Board of Directors prior to the Effective Time (the “Remaining Acquiror Directors”), and ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, Ph.D., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Ph.D., ▇▇▇▇ ▇▇▇▇▇▇▇▇ and one person to be appointed by a majority of the six members of the Board of Directors of the Acquiror who are elected pursuant to this Section 5.8(e) (such five Persons, the “Additional Directors”), each to serve as members of the Board of Directors of the Acquiror, and the Board of Directors of the Acquiror shall cause such directors to be nominated at the next annual meeting of shareholders of the Acquiror. (f) The Company shall not enter into any agreement with respect to the Note and Warrant Purchase Agreement to extend the date of the Fourth Closing beyond July 31, 2011. (g) The Company shall effect the conversion of all convertible promissory notes issued by the Company, including but not limited to the convertible promissory notes issued under the Note and Warrant Purchase Agreement, into Company Capital Stock in accordance with the terms of such notes, prior to or upon the Effective Time.

Additional Agreements. (a) Subject to Section 6.6(b)the terms and conditions herein provided, Parent and each of the Company shall parties hereto agrees to use all its reasonable best efforts to take, or cause to be taken, all actions necessary action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all including but not limited to, using its reasonable best efforts to obtain each Consent (if any) all necessary waivers, consents, authorizations and approvals of or exemptions by any governmental authority, self-regulatory authority or third party, and effecting all necessary registrations and filings; provided, however, that in no event shall Purchaser be required to be obtained (pursuant to provide any applicable Legal Requirement undertakings or Contractcomply with any condition imposed by the FTC or the Antitrust Division that, in its good faith judgment, would diminish Purchaser's rights under this Agreement or adversely affect its, or otherwise) any of its affiliate's business, results of operations or prospects. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of the parties, as the case may be, shall promptly take all such necessary action. Where the consent of any third party is required under the terms of any of the leases or contracts to be assumed by Purchaser hereunder, the Seller which is a party to such party lease or contract will take all reasonable and necessary steps to obtain such consent on terms and conditions not materially less favorable than as in effect on the date hereof or to otherwise provide Purchaser with the benefits of such leases or contracts. The costs incurred in connection with the Offer obtaining of such consents shall be the responsibility of Sellers. Sellers and the Merger and Purchaser shall cooperate fully with each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreementextent reasonably required to obtain such consents. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained set forth in this Agreement, Parent to the extent that any consent or approval is not obtained with respect to any lease, contract or any other agreement as contemplated above, this Agreement shall not constitute an assignment or an attempted assignment thereof. In each such case, Sellers agree to cooperate with Purchaser in any reasonable arrangement designed to (i) provide for Purchaser the benefits under any such lease, contract or agreement, including enforcement at the cost and for the account of Purchaser or any and all rights of Purchaser against the other party or otherwise and (ii) insure performance by Purchaser of Sellers' obligations thereunder to the extent Purchaser receives such benefits. Notwithstanding any other provision of this Agreement (including Section 1.2(a)), to the extent that such arrangement cannot be made, Purchaser shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, with respect to any Personsuch lease, any technology, software contract or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableagreement.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in Section 5.6(a) or elsewhere in this Agreement, Parent shall not have any obligation under this Agreement: Agreement to (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations subsidiaries to dispose of any assets; , (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, make any other change to its operations or proposed operations or to commit to cause the operations or proposed operations of any of the Acquired Corporations to discontinue offering any product its subsidiaries or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations operations, or the future operations of any of its subsidiaries, or the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any future operations of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting Surviving Corporation or the Subsidiary (even though the disposition of such Legal Proceeding assets or the making of such change or commitment might not be advisablefacilitate the obtaining of a required Governmental Authorization or might otherwise facilitate the consummation of the Merger).

Additional Agreements. (a) Subject to the terms and conditions set forth in this Agreement (including Section 6.6(b5.4(b) below), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.4(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company shall provide Parent with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give Parent a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company shall promptly deliver to Parent a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or . (vic) to contest any Legal Proceeding relating With respect to the OfferContract identified on Schedule 5.4, the Merger Company will enter into an amendment thereto, or any will otherwise take such actions as are necessary, so that (i) the last payment thereunder in respect of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might services performed thereunder shall not be advisabledue at any time earlier than February 28, 2011; and (ii) if the Contract is terminated prior to any services being performed, then any amounts paid by the Company in advance under such Contract shall be refunded in full.

Additional Agreements. (a) Subject to Section 6.6(b5.5(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger Arrangement and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.5(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger Arrangement and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each Arrangement or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, Arrangement. Each of Parent and the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent the other party a copy of each such filing made, each such notice given and each such Consent obtained by the Company it during the Pre-Pre- Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Arrangement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the The Company shall use all reasonable efforts to takenotify you immediately and, or cause to be takenif requested, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality shall notify you in writing of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings when the Registration Statement has become effective and give all notices required when any Prospectus is mailed (or otherwise sent) for filing pursuant to be made and given by such party in connection with Rule 424 under the Offer and the Merger and the other transactions contemplated by this Agreement1933 Act, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to the receipt of any applicable Legal Requirement or Contractcomments from the Commission, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) the filing of any post-effective amendment to the Registration Statement, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use all reasonable efforts of the Preliminary Prospectus or any Offer Material, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes, (vi) the occurrence of any event that could cause the Company to lift withdraw or terminate the Offer or would permit the Company to exercise any restraintright not to accept tendered Securities, injunction (vii) any proposal or requirement to make, amend or supplement any other Offer Material, (viii) the commencement of any material litigation or the issuance of any order or the taking of any other action by any administrative or judicial tribunal or other legal bar governmental agency or instrumentality concerning the Offer (and, if in writing, will furnish you a copy thereof), (ix) the issuance by any state securities commission or other regulatory authority of any order suspending the qualification or the exemption from qualification of the Company Shares under state securities or blue sky laws or the initiation or threatening of any proceeding for that purpose, (x) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which would reasonably be expected to (a) cause the Company to amend, withdraw or terminate the Offer, (b) cause any representation or warranty contained in this Agreement to be untrue or inaccurate, or (c) permit the Merger or Company to exercise any of right not to exchange the Securities tendered under the Offer (and the Company will so advise you before such rights are exercised) and (xi) any other transactions contemplated by this Agreementinformation relating to the Offer which you may from time to time reasonably request. The Company shall promptly deliver agrees that if any event occurs or condition exists as a result of which the Offer Material would include an untrue statement of a material fact, or omit to Parent state any material fact necessary to make the statements therein, in light of the circumstances existing when the Offer Material is delivered to a copy holder of each such filing madeSecurities, each such notice given and each such Consent obtained by not misleading, or if, in the opinion of the Company, after consultation with you, it is necessary at any time to amend or supplement the Offer Material to comply with applicable law, the Company during shall immediately notify you, prepare an amendment or supplement to the Pre-Closing PeriodOffer Material that will correct such statement or omission or effect such compliance and supply such amended or supplemented Offer Material to you. (b) Notwithstanding anything The Company will promptly effect the filings necessary pursuant to Rule 424 and will take such steps as it deems necessary to ascertain promptly whether the Prospectus transmitted for filing under Rule 424 was received for filing by the Commission and, in the event that it was not, it will promptly file the Prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, will make every reasonable effort to obtain the lifting thereof at the earliest possible moment. The Company will file promptly all reports or information statements required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act subsequent to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any date of the Acquired Corporations Preliminary Prospectus and for so long as the delivery of a prospectus is required in connection with the Offer. The Company will promptly file with the Commission on the Commencement Date a Schedule TO and will promptly file as required any and all necessary Amendments. (c) On the Commencement Date, the Company will cause to dispose of any assets; (ii) be delivered to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any each registered holder of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make availableSecurities, or cause any as soon practicable, a copy of its Subsidiaries to license or otherwise make availablethe Preliminary Prospectus and Letter of Transmittal and all other appropriate Offer Material. Thereafter, to any Person, any technology, software the extent practicable until the expiration or other Company IP, or to commit to cause any termination of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or Company will use its best efforts to cause copies of such material to be mailed to each person who becomes a registered holder of any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompany Shares.

Additional Agreements. (a) Subject to Section 6.6(b5.8(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.8(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give the other Party a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. Each Party shall promptly deliver to Parent the other Party a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company such Party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company The Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer Contemplated Transactions or for such Contract to remain in full force and the Merger and each of the other transactions contemplated by this Agreement, and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to, the Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any order relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b6.9(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodMerger. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software technology or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, software technology or other Company IPProprietary Asset; (iviii) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Company to hold separate any assets or operations; or (viv) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableCompany.

Additional Agreements. (a) Subject to Section 6.6(b), The Company and Parent and the Company shall use all their reasonable best efforts to (i) take, or cause to be taken, all actions necessary appropriate action and do, or cause to be done, all things necessary, proper or advisable under applicable law or otherwise to consummate the Offer and the Merger and make effective the transactions contemplated by this Agreement as promptly as practicable, (ii) obtain from any Governmental Entities any Regulatory Approvals required to be obtained or to avoid any action or proceeding by any Governmental Entity (including, without limitation, those in connection with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (▇▇▇ "▇▇▇ ▇▇▇"), in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein, including without limitation the Mergers, and (iii) make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement and the Mergers required under (x) the Exchange Act, and any other applicable federal or state securities Laws, (y) the Exon-Florio Amendment and the HSR Act and (z) any other applicable law; PR▇▇▇▇▇▇, that the Company and Parent shall cooperate with each other in connection with (1) preparing and filing of the Proxy Statement and any other filings, (2) determining whether any action by or in respect of, or filing with, any Governmental Entity is required, in connection with the consummation of the Mergers and (3) seeking any such actions, consents, approvals or waivers or making any such filings, including providing copies of all filed documents to the non-filing party and its advisors prior to filing and, if requested, accepting all reasonable additions, deletions or changes suggested in connection therewith; and PROVIDED, FURTHER, that nothing in this Section 6.3 shall require Parent to agree to (A) the imposition of conditions, (B) the requirement of divestiture of assets or property or (C) the requirement of expenditure of money by Parent to a third party in exchange for any such consent. The Company and Parent shall furnish to each other all information required for any application or other filing under the rules and regulations of any applicable law (including all information) in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything The Company shall give (or shall cause its Subsidiaries to give) any notices to third parties, and use, and cause its Subsidiaries to use, all reasonable best efforts to obtain (i) the contrary contained consents under the Company Agreements set forth in Section 3.6(a) of the Company Letter (the "MATERIAL COMPANY CONSENTS"), and (ii) any other third party consents which are necessary, proper or advisable to consummate the transactions contemplated in this Agreement; PROVIDED, HOWEVER, with respect solely to (ii) above, the Company and Parent shall not have coordinate and cooperate in determining whether any obligation under actions, consents, approvals or waivers are required to be obtained from third parties in connection with consummation of the Mergers. In the event the Company fails to obtain any of the foregoing consents, the Company shall use all reasonable efforts, and shall take any such actions reasonably requested by Parent, to minimize any adverse effect upon the Company, and its businesses resulting, or which would reasonably be expected to result after the consummation of the Effective Time, from the failure to obtain such consent. (c) From the date of this Agreement: Agreement until the Effective Time, the Company shall promptly notify Parent in writing of any pending or, to the knowledge of the Company, threatened action, suit, arbitration or other proceeding or investigation by any Governmental Entity or any other person (i) to dispose of challenging or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of seeking material damages in connection with the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger Mergers or any of the other transactions transaction contemplated by this Agreement if or the Voting Agreements or (ii) seeking to restrain or prohibit the consummation of the Mergers or any other transaction contemplated by this Agreement or the Voting Agreements or otherwise limit the right of Parent determines or any subsidiary of Parent to own or operate all or any portion of the businesses or assets of the Company or any of its Subsidiaries, which, in good faith that contesting such Legal Proceeding might not either case, would reasonably be advisableexpected to have a Material Adverse Effect.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings and give all notices required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company Each party shall promptly deliver to Parent the other parties a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Software or other Company IPIntangible, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software Software or other Company IPIntangible; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisablein Parent's best interest.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) . Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software technology or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software technology or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; . Disclosure. Parent and the Company shall consult with each other before issuing any press release or (vi) to contest otherwise making any Legal Proceeding relating public statement with respect to the OfferMerger or any of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries or any Representative of any of the Acquired Corporations to, make any disclosure regarding the Merger or any of the other transactions contemplated by this Agreement if unless (a) Parent determines in good faith shall have approved such disclosure or (b) the Company shall have been advised by its outside legal counsel that contesting such Legal Proceeding might not be advisabledisclosure is required by applicable law.

Additional Agreements. (a) Subject to Section 6.6(b5.9(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.9(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. Parent shall promptly deliver to the Company a copy of each such filing made, each such notice given and each such Consent obtained by Parent during the Pre-Closing Period. Nothing contained in this Section 5.9(a) or elsewhere in this Agreement shall limit the obligation of the Company to obtain Parent's consent to the taking of any action that would otherwise give rise to a violation of Section 4.2. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPProprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPProprietary Asset; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with the provisions hereof, Seller shall not sell, assign, or otherwise dispose of or place or allow to be placed any Encumbrance upon any of the Shares, except to the LLCs pursuant to this Agreement. (b) Seller shall pay all documentary transfer, sales and other taxes arising out of the sale and transfer of the Shares to WinLLC1. (c) From the date hereof through the Closing Date or the earlier termination of this Agreement, Seller, on the one hand, and the WinStar Parties, on the other hand (each a "Representing Party"), shall give the other prompt written notice of any event or development that occurs that (i) had it existed or been known on the date hereof would have been required to be disclosed by the Representing Party under this Agreement, (ii) would cause any of the representations and warranties of the Representing Party contained herein to be inaccurate, incomplete or otherwise misleading in any material respect, (iii) would cause the Representing Party to conclude that any of the conditions to Closing set forth in Section 6 hereof cannot be satisfied, or (iv) is of a nature that would or could reasonably be considered to adversely affect the ability of the Representing Party to consummate the transactions contemplated by this Agreement. (d) Subject to Section 6.6(b)the terms and conditions of this Agreement, Parent each party shall cooperate with the other and the Company shall use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated hereby, including the execution and delivery of any additional instruments necessary to consummate the Offer transactions contemplated hereby. Each of the parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof. Each of the parties shall use its best efforts to cause the conditions to Closing specified in Section 6 which are within its control to be fulfilled. (e) Within 60 days after the Closing Date, WinStar will file a registration statement to register all of the WinStar Shares under the 1933 Act to enable Seller to make a public sale of the WinStar Shares (including those WinStar Shares deposited in escrow pursuant to Section 7(c)). If Adjustment Shares are issued, within 60 days after the date of such issuance, WinStar shall use its best efforts to file a registration statement to register all of the Adjustment Shares under the 1933 Act to enable Seller to make a public sale of the Adjustment Shares. WinStar will use its reasonable best efforts to cause such registration statement(s) to become effective as promptly as reasonably practicable after filing and to remain effective until such time as the WinStar Shares and the Merger Adjustment Shares, as the case may be, may be sold publicly without registration under the 1933 Act. It shall be a condition to any such registration that Seller provide to WinStar all information and documents with respect to his ownership of the WinStar Shares and Adjustment Shares, compliance with law, manner of proposed disposition and such other matters as WinStar shall reasonably request for disclosure in the registration statement. WinStar and Seller shall indemnify one another in the manner and to the extent that is customary in connection with such registrations. WinStar shall pay all expenses attendant to the preparation and filing of such registration statement other than the fees and expenses of counsel and accountants of Seller and brokerage discounts and commissions. (f) From the date hereof until two years from either the Closing Date or earlier termination of this Agreement pursuant to the provisions of Section 8 hereof, except pursuant to this Agreement, neither Seller nor any of his Affiliates (other than the Trustees under the Voting Trust Agreement acting in capacities other than as such Trustees) or any group (within the meanings of Rule 13d-5 under the Exchange Act and the Voting Trust Agreement) of which Seller is or becomes a member will, directly or indirectly, either alone or in concert with others in any manner acquire, agree to acquire or make effective any proposal to acquire, for his own account, by purchase or otherwise, any voting securities, options, warrants or securities convertible into or exercisable or exchangeable for voting securities of ARTT. (g) From the date hereof until two years from either the Closing Date or the earlier termination of this Agreement pursuant to the provisions of Section 8 hereof, Seller shall not participate in any manner, directly or indirectly, individually in concert with others, (i) make or in any way participate in any "solicitation" of "proxies" to vote (as such terms are used in the proxy rules of the Commission promulgated under the Exchange Act) or seek to advise or influence any person or entity with respect to the voting of any voting securities of WinStar, (ii) otherwise seek representation on the Board of Directors ("Board") or to control or influence the management, Board or policies of WinStar, (iii) disclose to any third party any intention, plan or arrangement inconsistent with the foregoing or (iv) advise, assist or encourage any other person in connection with the foregoing. (h) Each party shall be solely responsible for the payment of the fees of all brokers, finders, investment bankers and similar parties engaged by it in connection with the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement . (i) shall make all filings and give all notices required to be made and given by such party in connection with Promptly after the Offer and the Merger and the other transactions contemplated by execution of this Agreement, (ii) Seller shall use all reasonable efforts to obtain each Consent (the consents necessary to permit him to assign to WinLLC1, and if any) required such consents are obtained, at WinLLC1's election, given to Seller at least two business days prior to the Closing Date, shall assign to WinLLC1, his rights and obligations under the Registration Rights Agreement and WinLLC1, pursuant to Section 15 of the Registration Rights Agreement, shall exercise a counterpart to the Registration Rights Agreement agreeing to be obtained treated thereunder in the same manner as Seller. (pursuant to any applicable Legal Requirement or Contract, or otherwisej) by such party in connection Concurrently with the Offer and the Merger and each execution of the other transactions contemplated by this Agreement, and counsel to Seller shall deliver to ARTT an opinion of counsel, addressed to ARTT, stating that in the opinion of such counsel the transfer of the Shares pursuant to this Agreement does not involve a transaction requiring registration or qualification of the Shares under the 1933 Act or the securities or "blue sky" laws of any state of the United States. Seller hereby represents that the requirement set forth in the first two sentences of Section 12(c) of the Registration Rights Agreement that ARTT be given prior written notice of a holder's intention to make a "Transfer" of "Restricted Shares" (iiias those terms are defined in the Registration Rights Agreement) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained be satisfied by the Company during delivery of an opinion of counsel concurrently with the Pre-Closing PeriodTransfer. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b6.4(a) and Section ‎6.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b6.4 and Section ‎6.8(b), each party to this Agreement (i) shall make all deliveries and filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such delivery or filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Companies to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software Technology or other Company IPIntellectual Property Right, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, software Technology or other Company IPIntellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations Companies to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired CorporationsCompanies; or (vi) to contest contest, defend or appeal any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting contesting, defending or appealing such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject Without limitation or contravention of the provisions of Section 6.2, and subject to Section 6.6(b)the terms and conditions of this Agreement, Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b)the terms and conditions of this Agreement, each party Party to this Agreement shall (ia) shall make all filings (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementTransactions pursuant to any applicable Legal Requirements or Material Contract set forth on Section 6.7(a) of the Company Disclosure Schedule, (iib) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwiseMaterial Contract set forth on Section 6.7(a) of the Company Disclosure Schedule by such party Party in connection with the Offer and Transactions (provided, that notwithstanding anything to the Merger and each contrary set forth in this Agreement, neither the Company nor any of the other transactions its Subsidiaries shall have any obligation to make any payments or incur any liability to obtain any such Consents contemplated by this AgreementSection 6.7, and the failure to receive any such Consents shall not be taken into account with respect to whether any condition to the consummation of the Merger set forth in Article VII or the Offer set forth in Annex I shall have been satisfied) and (iiic) shall use all reasonable best efforts to lift any restraint, injunction or other legal bar to the Offer, Offer or the Merger or brought by any of the other transactions contemplated by this Agreementthird Person against such Party. The Company shall promptly deliver to Parent as promptly as reasonably practicable a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent . This Section 6.7 shall not have any obligation apply to approval under this Agreement: (i) to dispose Antitrust Laws, which are the subject of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IP; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableSection 6.2.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company Parties shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable efforts to obtain each Consent consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement Law or Contract, or otherwise) by such party Party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions or for such Contract to remain in full force and effect; (iii) shall use all commercially reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the consummation of this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any Order relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or Order might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b), Parent and the Company The Parties shall use all commercially reasonable best efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party Party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party Party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all commercially reasonable best efforts to obtain each Consent (if any) reasonably required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party Party in connection with the Offer Contemplated Transactions or for such Contract to remain in full force and the Merger and each of the other transactions contemplated by this Agreement, and effect; (iii) shall use all commercially reasonable best efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to, the Contemplated Transactions; and (iv) shall use commercially reasonable best efforts to satisfy the conditions precedent to the Offer, the Merger or any consummation of the other transactions contemplated by this Agreement. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IP, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body Authority or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsoperations; or (vi) to contest any Legal Proceeding or any Order relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement Contemplated Transactions if Parent such Party determines in good faith that contesting such Legal Proceeding or order might not be advisable.

Additional Agreements. (a) Subject to Section 6.6(b5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.6(b), each party to this Agreement Agreement: (i) shall make all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) Material Contract by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, Contemplated Transactions; and (iii) shall use all reasonable efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to the Offerto, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Company and Parent shall provide each other with a copy of each proposed filing with or other submission to any Governmental Body relating to any of the Contemplated Transactions, and shall give each other a reasonable time prior to making such filing or other submission in which to review and comment on such proposed filing or other submission. The Company and Parent shall each promptly deliver to Parent the other a copy of each such filing or other submission made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause the Company or any of the Acquired Corporations its Subsidiaries to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause the Company or any of the Acquired Corporations its Subsidiaries to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Company IPintellectual property or IP Right, or to commit to cause the Company or any of the Acquired Corporations its Subsidiaries to license or otherwise make available to any Person any technology, software or other Company IPintellectual property or IP Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause the Company or any of the Acquired Corporations its Subsidiaries to hold separate any assets or operations; or (v) to make or cause any of its Subsidiaries to make any material commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company or any of its Subsidiaries. Notwithstanding anything to the Acquired Corporations; or (vi) contrary contained in this Agreement, Parent shall not have any obligation under this Agreement to contest any Legal Proceeding or any order, writ, injunction, judgment or decree relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableContemplated Transactions.

Additional Agreements. (a) Subject to Section 6.6(b)Parent, Parent and Merger Sub, the Company and each Key Stockholder shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 6.6(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this AgreementContemplated Transactions, and (ii) shall use all commercially reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions. The Each of Parent and the Company shall promptly deliver to Parent the other a copy of each such filing made, each such notice given and each such Consent obtained by the Company such party during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent no party hereto shall not have any obligation under this AgreementAgreement or otherwise: (i) to dispose of or transfer or cause any of its Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations other party hereto to dispose of or transfer any assets; (ii) to discontinue or cause any of its Subsidiaries to discontinue offering any product or service, or to commit to cause any of the Acquired Corporations other party hereto to discontinue offering any product or service; (iii) to license or otherwise make available, or cause any of its Subsidiaries to license or otherwise make available, available to any Person, any technology, software or other Company IPIntellectual Property or Intellectual Property Right, or to commit to cause any of the Acquired Corporations other party hereto to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property or Intellectual Property Right; (iv) to hold separate or cause any of its Subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations other party hereto to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporationsother party hereto; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisableMerger.

Additional Agreements. (a) Subject to Section 6.6(b5.7(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Offer and the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 6.6(b5.7(b), each party to this Agreement (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the Offer and the Merger and the other transactions contemplated by this Agreement, (ii) shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the Offer and the Merger and each or any of the other transactions contemplated by this Agreement, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Offer, the Merger or any of the other transactions contemplated by this AgreementMerger. The Company shall promptly deliver to Parent a copy of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing Period. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its Subsidiaries subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) to discontinue or cause any of its Subsidiaries subsidiaries to discontinue offering any product or serviceproduct, or to commit to cause any of the Acquired Corporations to discontinue offering any product or serviceproduct; (iii) to license or otherwise make available, or cause any of its Subsidiaries subsidiaries to license or otherwise make available, to any Person, any technology, software or other Company IPIntellectual Property, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, software or other Company IPIntellectual Property to the extent reasonably practicable; (iv) to hold separate or cause any of its Subsidiaries subsidiaries to hold separate any assets or operations (either before or after the Closing Date), or to commit to cause any of the Acquired Corporations to hold separate any assets or operations; (v) to make or cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations; or (vi) to contest any Legal Proceeding relating to the Offer, the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.or