Common use of Additional Agreements Clause in Contracts

Additional Agreements. (a) Subject to Section 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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

Additional Agreements. (a) Subject to Section 5.6(b5.10(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b5.10(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary 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 Proprietary 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; oror (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.

Additional Agreements. SECTION 5.1 Preparation of the Form S-4, Proxy Statement; Stockholders Meeting. (a) Subject to Section 5.6(b)As promptly as practicable following the date of this Agreement, Parent and the Company shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of Parent and the Company shall use all reasonable efforts to takehave the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company shall use reasonable best efforts to cause the Proxy Statement to be mailed to holders of Company Common Stock as promptly as practicable after the Form S-4 is declared effective. (b) If at any time prior to the Effective Time there shall occur (i) any event with respect to the Company or any of its subsidiaries, or cause with respect to other information supplied by Company for inclusion in the Form S-4 or the Proxy Statement or (ii) any event with respect to Parent, or with respect to information supplied by Parent for inclusion in the Form S-4 or the Proxy Statement, in either case, which event is required to be takendescribed in an amendment of, all actions necessary or a supplement, to consummate the Form S-4 or the Proxy Statement, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Company. (c) Each of the Company and Parent shall promptly notify the other of the receipt of any comments from the SEC or its staff or any other appropriate government official and of any requests by the SEC or its staff or any other appropriate government official for amendments or supplements to any of the filings with the SEC in connection with the Merger and make other transactions contemplated hereby or for additional information and shall supply the other with copies of all correspondence between the Company or any of its representatives, or Parent or any of its representatives, as the case may be, on the one hand, and the SEC or its staff or any other appropriate government official, on the other hand, with respect thereto. The Company and Parent shall use their respective reasonable best efforts to respond to any comments of the SEC with respect to the Form S-4 and the Proxy Statement as promptly as practicable. The Company and Parent shall cooperate with each other and provide to each other all information necessary in order to prepare the Form S-4 and the Proxy Statement, and shall provide promptly to the other party any information such party may obtain that could necessitate amending any such document. (d) The Company shall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with the DGCL for the purpose of obtaining the Company Stockholder Approval and subject to Section 4.3, the Board of Directors of the Company shall recommend to the Company's stockholders the approval and adoption of this Agreement, the Merger and the other transactions contemplated by this Agreementhereby (the "Company Recommendation"). Without limiting the generality of the foregoing, but subject the Company agrees that its obligations pursuant to the first sentence of this Section 5.6(b)5.1(d) shall not be affected by the commencement, each party public proposal, public disclosure or communication to the Company of any Company Takeover Proposal. Notwithstanding any Change in the Company Recommendation, unless otherwise directed in writing by Parent, this Agreement (i) and the Merger shall make all filings (if any) be submitted to the stockholders of the Company at the Company Stockholders Meeting for the purpose of approving the Agreement and give all notices (if any) required to be made and given by such party in connection with the Merger and nothing contained herein shall be deemed to relieve the other transactions contemplated by this Agreement, Company of such obligation. (iie) 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 Merger 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 Merger. The Company shall promptly deliver coordinate and cooperate with Parent with respect to Parent a copy the timing of each such filing made, each such notice given and each such Consent obtained by the Company during the Pre-Closing PeriodStockholders Meeting. (b) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if 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 5.6(b)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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b)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 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 MergerOffer, 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 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, developing or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries 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 Proprietary AssetIntellectual 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, or other Proprietary Assetany related Intellectual Property or Intellectual Property Right; (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; or (v) to make or

Additional Agreements. (a) Subject to Section 5.6(b6.6(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 5.6(b6.6(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 or any 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 MergerOffer, 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetCompany 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 Proprietary AssetCompany 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; 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetCompany Intellectual Property; (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; or(v) 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 Companies; or (vi) contest any Legal Proceeding relating to the Merger 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 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Proprietary AssetAsset 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 Proprietary AssetAsset or Proprietary Asset of Parent; (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; oror (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.

Additional Agreements. (a) Subject to Section 5.6(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 effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property; (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; oror (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.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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; 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any product; 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 Proprietary AssetIntellectual 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, or other Proprietary 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 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 Companies, or (vi) to contest any Legal Proceeding relating to the Merger if Parent determines in good faith that contesting such Legal Proceeding 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 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary 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 Proprietary 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

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; oror (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.

Additional Agreements. (a) Subject to Section 5.6(b6.6(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 5.6(b6.6(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 or any 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 or the Merger. 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 or the Merger 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerContemplated 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 cause any of its subsidiaries to dispose of 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual 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; oror (v) to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Companies.

Additional Agreements. (a) Subject to Section 5.6(b6.6(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 5.6(b6.6(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 Law or Contract, or otherwise) by such party in connection with the Offer and the Merger or any 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 MergerOffer, 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Software or other Proprietary AssetIntangible, 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 Proprietary AssetIntangible; (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; 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 Companies; or (vi) to contest any 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 Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated 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 MergerContemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIP 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 Proprietary AssetIP Rights; (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; 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 or any order, writ, injunction or decree relating to the Merger or any of the other 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger or any of the other transactions contemplated by this Agreement, effect all necessary registrations and (iii) shall use all reasonable efforts filings and to lift any restraint, injunction or other legal bar to the MergerMerger subject, however, in the case of the Merger Agreement, to the appropriate vote of the shareholders of the Company. The Company Notwithstanding the foregoing, there shall promptly deliver be no action required to Parent be taken and no action will be taken in order to consummate and make effective the transactions contemplated by this 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 respect or cause any of its subsidiaries to dispose of 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 productbe complied with or satisfied 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; (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 Proprietary Asset, or to commit to cause any the obligations of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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; orparties under this Merger Agreement.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 to, the MergerMerger or any of the other Contemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; oror (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. 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 Merger or any of the other Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; or(v) 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; (vi) 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 any of the 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 against any Entity in order to facilitate the consummation of the Merger.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 to, the MergerMerger or any of the other Contemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; oror (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. 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 Merger or any of the other Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; or(v) 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) contest any Legal Proceeding relating to the Merger 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions, and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technologyIntellectual Property, or other Proprietary 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), (v) to make or to commit to cause any of its Subsidiaries to make any commitment (to any Governmental Authority or otherwise) regarding its future operations, or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Acquired Corporations to hold separate Merger or any assets of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or operations; ororder, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 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 5.6(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 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 Merger 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 Merger. 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 Agreement: Agreement (i) to dispose or cause any of its subsidiaries Subsidiaries to dispose of 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 to discontinue offering any material product, or to commit to cause any of the Acquired Corporations to discontinue offering any material product; (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, material technology or software or other material 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 material Proprietary Asset; (iv) to hold separate or cause any of its subsidiaries 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; oror (v) to make or cause any of its Subsidiaries make any material commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any of the Acquired Corporations.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other 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 Mergerother party a copy of each such filing or other submission made by the 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 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 Merger or any of the other Contemplated Transactions if Parent determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree would not be commercially reasonable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 Companies to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Acquired Company Proprietary 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 Proprietary 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; or

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 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 Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding is not advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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) 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) contest any Legal Proceeding relating to the Merger 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 Without limiting any other provision of this Agreement, including, without limitation, the conditions to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, foregoing but subject to Section 5.6(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 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 Merger or any of the other Contemplated Transactions or for such Contract to remain in full force and effect; (iii) lift any injunction prohibiting, or any other legal bar to, 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, and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to including the Merger. The Company shall promptly deliver , 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 Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of its Subsidiaries to make any commitment or agree to any undertaking (to any Governmental Authority or otherwise) regarding its future 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 Acquired Corporations Merger on the terms and conditions set forth in this Agreement and (ii) ensure that Merger Sub prior to hold separate the Effective Time shall not conduct any assets business, incur or operations; orguarantee any Indebtedness or any other liabilities or make any investments, other than those activities incident to its obligations under this Agreement or the transactions contemplated hereby.

Additional Agreements. (a) Subject to Section 5.6(b6.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b6.6(b), each party to this Agreement (i) shall make all filings (if any) with a Governmental Body and shall use all reasonable effort to give all notices (if any) required to be made and given by such party in connection with 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 Merger or any 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 MergerMerger 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Software or other Proprietary AssetIntangible, 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 Proprietary AssetIntangible; (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; 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 Companies; or (vi) to contest any Proceeding relating to the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b5.5(b), Parent Acquiror and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger or any of the other transactions contemplated by this Agreement; provided, however, that except for filing fees payable to any Governmental Body as generally provided in Section 5.2, no party shall be required to pay any material consideration in order to obtain any required Consent, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMerger so long as the other party is doing the same. 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 Period. Acquiror shall promptly deliver to the Company a copy of each such filing made, each such notice given and each such Consent obtained by Acquiror during the Pre-Closing Period. Nothing contained in this Section 5.5(a) or elsewhere in this Agreement shall limit the obligation of the Company to obtain Acquiror'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 Acquiror shall not have any obligation under this Agreement: (i) to dispose 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 productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, technology or other Proprietary AssetAsset other than pursuant to Contracts set forth in the Company Disclosure Schedule; (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 operationsoperations other than pursuant to Contracts set forth in the Company Disclosure Schedule; 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 the Company; or (vi) to contest any Legal Proceeding relating to the Merger if Acquiror determines in good faith that contesting such Legal Proceeding would not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger or any 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 MergerMerger 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Software or other Proprietary AssetIntangible, 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 Proprietary AssetIntangible; (iv) to hold separate or cause any of its subsidiaries 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; 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 the Company; or (vi) to contest any Proceeding relating to the Merger or any of the other transactions contemplated by this Agreement if Parent determines in good faith that contesting such Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b5.4(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(b5.4(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 Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; and (ii) shall use all commercially reasonable efforts prior to Closing 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 Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 Subsidiaries to dispose of or transfer any assets, or to commit to cause any of the Acquired Corporations Company to dispose of or transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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, or other Proprietary 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,

Additional Agreements. (a) Subject to Section 5.6(b4.6(b), Parent and the Company shall agree to use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b4.6(b), each party Parent and the Company shall use all commercially reasonable efforts to this Agreement (i) shall make all filings obtain the consent and approval of each Governmental Authority, lessor or other person whose consent or approval is required (if anyby virtue of any contractual provision or legal requirement or otherwise) and give all notices (if any) required in order to be made and given by such party in connection with permit the consummation of the Merger and or in order to enable Parent or the other transactions contemplated by this AgreementCompany to conduct its business in the manner in which such business is currently being conducted, (ii) shall use effect all reasonable efforts registrations and filings necessary 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 consummate the Merger 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 Merger. 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 4.6(a) or elsewhere in this Agreement, Parent shall not have any obligation under this Agreement: Agreement to (i) to dispose or cause any of its subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) make any changes to discontinue its operations or cause proposed operations or to the operations or proposed operations of any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; (iii) make any commitment (to license any Governmental Authority or otherwise make availableotherwise) regarding its future operations, or cause the future operations of any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Assetsubsidiaries, or to commit to cause any the future operations of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary Asset; Company (iv) to hold separate or cause any even though the disposition of its subsidiaries to hold separate any such assets or operations (either before the making of such change or after commitment might facilitate the Closing Date), obtaining of a required approval from a Governmental Authority or to commit to cause any might otherwise facilitate the consummation of the Acquired Corporations Merger). (c) The Company will use all commercially reasonable efforts to hold separate resolve all lawsuits or Proceedings against the Company or any assets or operations; orSubsidiary in a manner reasonably acceptable to Parent.

Additional Agreements. (a) Subject to Section 5.6(b5.8(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property; (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; oror (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.

Additional Agreements. (a) Subject to Section 5.6(b4.10(b), Parent Holding, PacifiCare and the Company shall agree to use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger Mergers and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b4.10(b), each party Holding, PacifiCare and the Company shall use all commercially reasonable efforts to this Agreement (i) shall make all filings obtain the consent and approval of each Governmental Authority, lessor or other person whose consent or approval is required (if any) and give all notices (if any) required to be made and given by such party in connection with 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 virtue of any applicable Legal Requirement contractual provision or Contract, legal requirement or otherwise) by such party in connection with order to permit the consummation of the Merger or any of the other transactions contemplated by this AgreementAgreement or in order to enable Holding, PacifiCare Surviving Corporation and Company Surviving Corporation to conduct their respective businesses in the manner in which such business is currently being conducted or is proposed to be conducted, (ii) effect all registrations and filings necessary to consummate the Mergers and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 PeriodMergers. (b) Notwithstanding anything to the contrary contained in Section 4.10(a) or elsewhere in this Agreement, Parent (i) Holding shall not have any obligation under this Agreement: (i) Agreement to dispose or cause any of its subsidiaries to dispose of any material assets, or to commit to cause any of the Acquired Corporations to dispose of any assets; (ii) Holding shall not have any obligation to discontinue make any changes to its operations or cause proposed operations or to the operations or proposed operations of any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations to discontinue offering any product; and (iii) Holding shall not have any obligation to license make any commitment (to any Governmental Authority or otherwise make availableotherwise) regarding its future operations, or cause the future operations of any of its subsidiaries to license or otherwise make available, to any Person, any technology, software or other Proprietary Assetsubsidiaries, or to commit to cause the future operations of PacifiCare Surviving Corporation or the Company Surviving Corporation or any of their respective Material Subsidiaries which would, in each of case (ii) and (iii) above, have a material adverse effect thereon (even though the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary Asset; (iv) to hold separate or cause any disposition of its subsidiaries to hold separate any such assets or operations (either before the making of such change or after commitment might facilitate the Closing Date), obtaining of a required approval from a Governmental Authority or to commit to cause any might otherwise facilitate the consummation of the Acquired Corporations to hold separate any assets or operations; orMergers). 38

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree might not be advisable. (c) Pivot shall terminate or sublease (to a sublessee reasonably acceptable to Merger Partner) its current facility lease; provided, that the costs of such actions shall be borne by the Parties as set forth in Part 5.8(c) of the Pivot Disclosure Schedule. (d) Pivot shall terminate all of its officers and employees, except for those listed on Part 5.8(d) of the Pivot Disclosure Schedule, prior to, at or immediately following the Effective Time.

Additional Agreements. (aA) Subject to Section 5.6(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 Merger I and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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, Merger I or any of the other Contemplated Transactions. 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 MergerContemplated 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 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. (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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 or any order, writ, injunction or decree relating to Merger I or any of the other 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual 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 Subsidiaries 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 (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if 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 5.6(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 Merger Acquisition and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger Acquisition or any of the other transactions contemplated by this AgreementContemplated Transactions. Each of Parent, Purchaser and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 Acquisition if Parent or Purchaser determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (aA) Subject to Section 5.6(b5.5(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate effectuate the Merger Mergers and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 Merger Mergers 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 Merger Mergers or any of the other transactions contemplated by this Agreement, Agreement and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the MergerMergers. 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. (bB) Notwithstanding anything to the contrary contained in this Agreement, Parent shall not have any obligation under this Agreement: (i) to dispose 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property; (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; oror (v) to make or cause 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.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger Contemplated Transactions or any of the other transactions contemplated by this Agreement, 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 Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Mergerconsummation of this Agreement. The Company Further, Yumanity shall promptly deliver use commercially reasonable efforts to Parent a copy obtain (x) executed severance agreements (including releases of each such filing made, each such notice given Yumanity) contemplated by Section 8.3(f) and each such Consent obtained by the Company during the Pre-Closing Period(y) final invoices from any Person who is owed unpaid Yumanity Transaction Expenses prior to Closing. (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 Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any Order relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or Order might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b), Parent and the Company shall use all commercially reasonable efforts efforts: (i) to cause the conditions set forth in ‎Article VI, in the case of Company, and in ‎Article VII, in the case of Parent, to be satisfied as soon as practicable after the date hereof; and (ii) to otherwise take, or cause to be taken, all actions reasonably necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementAgreement and each Transaction Document as soon as practicable after the date hereof. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. The ; provided, that neither Company nor Parent nor any of their respective Affiliates shall promptly deliver be required to Parent a copy take any action, agree to any restriction or condition or enter into any agreement that relates to or affects in any manner any business or assets of each such filing madePerson or its Affiliates, 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 including any obligation under this Agreement: (whether before or after the Closing Date): (i) to dispose or cause any of its subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations Affiliates to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, or to commit to cause any of the Acquired Corporations their respective Affiliates to discontinue offering any product; (iii) to license or otherwise make available, or cause any of its subsidiaries Affiliates to license or otherwise make available, to any Person, any technology, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual 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 Affiliates to hold separate any assets or operations; oror (v) to make or cause any of its Affiliates to make any commitment (to any Governmental Entity or otherwise) regarding its future operations. Each party shall promptly deliver to the other a copy of each filing made, each notice given and each consent obtained by such party in connection with the Merger. (b) Parent and Company each shall use its commercially reasonable efforts to obtain the consents required to be obtained in connection with the Merger and the other transactions contemplated by this Agreement and the Transaction Documents from any Person or any Governmental Entity as contemplated by Section ‎3.5 of the Company Disclosure Letter and Section 4.5 of the Parent Disclosure Letter, as applicable. (c) Parent and Company each shall deliver all notices required to be sent under any Company Material Agreements and any Parent Material Agreements, as applicable, in connection with the Merger and the other transactions contemplated by this Agreement and the Transaction Documents to the counterparties thereto. (d) At least 10 days prior to Closing, Parent shall file with the SEC an Information Statement on Schedule 14F-1 with respect to the change of a majority of members of the Board of Directors of Parent and the appointment of the additional directors as further described in Section ‎1.5; provided, that Company has supplied to Parent within a reasonable time prior thereto all information required to be included in the Schedule 14F-1 that relates to Company or its directors or officers.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 to, the MergerMerger or any of the other Contemplated Transactions. The Company parties 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. 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 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 or transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 brought by a Governmental Body or any order, writ, injunction or decree obtained by a Governmental Body relating to the Merger or any of the other 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger Contemplated Transactions or any of the other transactions contemplated by this Agreement, 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 Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger, (iv) shall execute and deliver any additional instruments, documents, certificates or agreements necessary to consummate the Merger 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 or cause any of its subsidiaries Subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations Company to discontinue offering any product; (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 Proprietary 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 Proprietary 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; orAsset the

Additional Agreements. (a) Subject to Section 5.6(b6.6(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 5.6(b6.6(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 or any 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 MergerOffer, the Merger or any of the other Contemplated 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Rights; (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; 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 commenced by any Governmental Body relating to the Offer, the Merger or any of the other 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 would make it inadvisable for Parent or Acquisition Sub to contest such Legal Proceeding.

Additional Agreements. (a) Subject to Section 5.6(b5.7(b), Parent and the Company Parties shall use all reasonable best efforts to take, or cause to be taken, taken all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 Merger and the other transactions contemplated by this Agreement, Contemplated Transactions; (ii) shall use all 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 Merger 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 best efforts to lift any restraintinjunction prohibiting, injunction or any other legal bar to, the Merger or any of the other Contemplated Transactions; and (iv) shall use reasonable best efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy 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, each of Company and Parent shall not have any obligation be obligated under this AgreementAgreement to use their reasonable best efforts: (i) to divest, dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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), ; (iv) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate proffer and make any assets undertaking or other commitment (to any Governmental Body or otherwise) regarding its future operations; oror (v) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions, provided, however, that (y) such actions are necessary to consummate the Contemplated Transactions, and (z) no such action, either individually or in the aggregate, would be reasonably expected to result in a material adverse impact on any Party’s expected benefits from the Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions, and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technologyIntellectual Property, or other Proprietary 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), (v) to make or to commit to cause any of its Subsidiaries to make any commitment (to any Governmental Authority or otherwise) regarding its future operations, or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Acquired Corporations to hold separate Merger or any assets of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or operations; ororder, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Offer and the 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 5.6(b5.4(b), each party to this Agreement Agreement: (i) shall make all filings (if any) and give all notices (if any) required cause to be made all filings and cause to be given by such party all notices in each case that constitute Required Approvals in connection with the Merger Offer, the 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 Merger Offer, the 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 MergerOffer, the Share Allocation or any of the other Contemplated 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 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 to commit to cause any of the Acquired Corporations to discontinue offering any product; (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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (iviii) to hold separate make or cause any of its subsidiaries Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company; (either before iv) take or after the Closing Date)commit to take any other action that limits Parent’s freedom of action with respect to, or its ability to commit to cause retain, its Subsidiaries or the Company or any material portions thereof or any of the Acquired Corporations businesses, product lines, properties or assets of its Subsidiaries or the Company; or (v) commence any Legal Proceeding against any Entity in order to hold separate any assets or operations; orfacilitate the consummation of the Offer, the Share Allocation and the other Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(b6.6(b), Parent and the Company shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(b6.6(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 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 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 MergerOffer, 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 Company to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Intellectual Property or other Proprietary AssetIntellectual Property Right, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, Intellectual Property or other Proprietary AssetIntellectual Property Right; (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 to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company; 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerContemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b5.3(b), Parent FLAF and the Company shall use all commercially reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate 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 5.6(b5.3(b), each party to this Agreement of FLAF and Company: (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 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 Merger 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 Share Exchange or any of the other Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Mergerconsummation of this Agreement. The Each of FLAF and Company 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 FLAF and Company 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 cause any of its subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual 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); (v) to make any commitment (to any Governmental Body or otherwise) regarding its future operations; or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to commit to cause the Share Exchange or any of the Acquired Corporations to hold separate any assets other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or operations; ororder, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Mergers and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 Merger Mergers 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 Merger Mergers 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 Mergers or any of the other Contemplated Transactions and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of its Subsidiaries to make any commitment (to any Governmental Body or otherwise) regarding its future operations or (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Acquired Corporations to hold separate Mergers or any assets of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or operations; ororder, writ, injunction or decree might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Arrangement and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerArrangement. The Each of Parent and 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 Arrangement if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b)0 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 Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.6(b)0 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 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 Merger 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 Mergerconsummation of the Transactions. 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 to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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 (vi) to contest any Legal Proceeding relating to the Transactions if Parent or the Purchaser determines in good faith that contesting such Legal Proceeding may, 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Proprietary AssetIntellectual Property Right, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, Technology or other Proprietary AssetIntellectual Property Right; (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; 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 Companies; or (vi) to contest, defend or appeal any Legal Proceeding relating to the Merger if Parent determines in good faith that contesting, defending or appealing such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b7.15(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 Merger and make effective the other transactions contemplated by this AgreementTransactions and to vest Buyer with full right, title, interest and possession of and to all of the EUE Shares. Without limiting the generality of the foregoing, but subject to Section 5.6(b7.15(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 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 Merger Transactions or any of the other transactions contemplated by this Agreement, 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 Transactions; and (iv) shall use all commercially reasonable efforts to satisfy the conditions precedent to the Mergerconsummation of the Transactions. The Company Each Party shall provide to the other Party a copy of each proposed filing with or other submission to any Governmental Authority 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. 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 Interim 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 Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary Assetintellectual property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree could materially adversely affect such Party.

Additional Agreements. (a) Subject to the terms and conditions set forth in this Agreement (including Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated 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 MergerContemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; oror (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. (c) With respect to the Contract identified on Schedule 5.4, the Company will enter into an amendment thereto, or will otherwise take such actions as are necessary, so that (i) the last payment thereunder in respect of the services performed thereunder shall not be due 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 5.6(b6.6(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 5.6(b6.6(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 Law or Contract, or otherwise) by such party in connection with the Offer and the Merger or any 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 MergerOffer, 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Software or other Proprietary AssetIntangible, 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 Proprietary AssetIntangible; (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; 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 Companies; or (vi) to contest any 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 Proceeding might not be in Parent's best interest.

Additional Agreements. (a) Subject to Section 5.6(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 effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, technology or other Proprietary 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; oror (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 otherwise making any public statement with respect to the Merger 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 unless (a) Parent shall have approved such disclosure or (b) the Company shall have been advised by its outside legal counsel that such disclosure is required by applicable law.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger Contemplated Transactions or any of the other transactions contemplated by this Agreement, for such Contract to remain in full force 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 Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Authority or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any Order relating to the Merger or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b), Parent and the Company shall use all reasonable efforts to take, or cause to be taken, taken all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 to, the MergerMerger or any of the other Contemplated 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause the Company or any of the Acquired Corporations its Subsidiaries to discontinue offering any productproduct 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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, software or other Proprietary Assetintellectual property or IP Right, or to commit to cause the Company or any of its Subsidiaries to license or otherwise make available to any Person any technology, software or other intellectual property or IP Right; (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 the Company or any of the Acquired Corporations its Subsidiaries to hold separate any assets or operations; oror (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 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 Merger or any of the other Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 cause any of its subsidiaries to dispose of 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 productproduct or service, or to commit to cause any of the Acquired Corporations other party hereto to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual 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; or(v) to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of any other party hereto; or (vi) to contest any Legal Proceeding relating to the Merger.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property to the extent reasonably practicable; (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

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Mergerconsummation of the Transactions. 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 to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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;

Additional Agreements. (a) Subject to Section 5.6(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 effectuate the Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property; (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; oror (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. 42.

Additional Agreements. (a) Subject to Section 5.6(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 Merger I and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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, Merger I or any of the other Contemplated Transactions. 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 MergerContemplated 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 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct or service; (iii) to license or otherwise make available, or cause any of its subsidiaries Subsidiaries to license or otherwise make available, available to any Person, Person any technology, software or other Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; 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 or any order, writ, injunction or decree relating to Merger I or any of the other 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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; 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 Merger if Parent determines in good faith that contesting such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Mergerconsummation of the Transactions. 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 to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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 (vi) to contest any Legal Proceeding relating to the Transactions if Parent or the Purchaser determines in good faith that contesting such Legal Proceeding may, 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 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party shall not have any obligation under this Agreement: (i) to dispose of or transfer or cause any of its subsidiaries Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other Contemplated Transactions if 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Proprietary AssetIntellectual Property Right, or to commit to cause any of the Acquired Corporations Companies to license or otherwise make available to any Person any technology, Technology or other Proprietary AssetIntellectual Property Right; (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; 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 Companies; or (vi) to contest, defend or appeal any Legal Proceeding relating to the Merger if Parent determines in good faith that contesting, defending or appealing such Legal Proceeding might not be advisable.

Additional Agreements. (a) Subject to Section 5.6(b5.2(b), Parent the Seller and the Company Purchaser shall use all commercially reasonable efforts to take, or cause to be taken, all actions necessary to consummate the Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.6(b5.2(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 Merger and the other transactions contemplated by this AgreementTransactions, (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 Merger or any of the other transactions contemplated by this AgreementTransactions, and (iii) shall use all commercially reasonable efforts to lift any restraint, injunction or other legal bar to the Mergerconsummation of the Transactions. 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, 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 to dispose of any material assets; (ii) to discontinue or cause any of its subsidiaries to discontinue offering any product, material product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other material 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), ; (v) to make or to commit to cause any of the Acquired Corporations its subsidiaries to hold separate make any assets material commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Proceeding relating to the Transactions if the Purchaser determines in good faith that contesting such Proceeding might not be advisable. For purposes of this Section 5.2(b), the materiality of any of the foregoing shall be determined by the Purchaser in good faith.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Companies to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetCompany Intellectual Property; (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; or(v) 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 Companies; or (vi) contest any Legal Proceeding relating to the Merger if 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 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Proprietary 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 Proprietary 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 Company to hold separate any assets or operations; oror (v) to make or cause any of its subsidiaries to make any commitment to any Governmental Body regarding its future operations or the future operations of the Company.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy 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 Subsidiaries to dispose of any assets, or to commit to cause any of the Acquired Corporations to dispose of transfer any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Merger or any of the other 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 the aggregate, would be reasonably expected to result in a material adverse impact on any Party’s expected benefits from the Contemplated Transactions.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(b6.4(b), each party to this Agreement of Parent, Merger Sub and the Company (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 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 Merger or any of the other transactions contemplated by this Agreement, Contemplated Transactions. Each of Parent and (iii) shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the Merger. 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 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 Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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; or(v) to make or cause any of its

Additional Agreements. (aA) Subject to Section 5.6(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 Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the 57 generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerCombination. 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 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 Entities to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Company Entities to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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 Entities 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 Company Entities, or (vi) to contest any Legal Proceeding relating to the Combination if Parent determines in good faith that contesting such Legal Proceeding is not advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Transaction and make effective the other transactions contemplated by this AgreementContemplated Transactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Transaction or any of the other Contemplated Transactions; and (iv) shall use commercially reasonable efforts to satisfy the conditions precedent to the Merger. The Company shall promptly deliver to Parent a copy consummation 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 no Party 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 material assets; (ii) except as otherwise contemplated in this Agreement, to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any product, product or to commit to cause any of the Acquired Corporations to discontinue offering any productservice; (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 Proprietary Asset, or to commit to cause any of the Acquired Corporations Subsidiaries to license or otherwise make available to any Person any technology, or other Proprietary AssetIntellectual Property; (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), ; (v) to make or to commit to cause any of the Acquired Corporations its Subsidiaries to hold separate make any assets commitment (to any Governmental Body or otherwise) regarding its future operations; oror (vi) to contest any Legal Proceeding or any order, writ, injunction or decree relating to the Transaction or any of the other Contemplated Transactions if such Party determines in good faith that contesting such Legal Proceeding or order, writ, injunction or decree would not be advisable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this AgreementTransactions. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations Companies to discontinue offering any 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, software Software or other Proprietary AssetIntangibles, 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 Proprietary AssetIntangibles to the extent reasonably practicable; (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

Additional Agreements. (a) Subject to Section 5.6(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 Merger and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 Merger. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software technology or other Proprietary Asset, or to commit to cause any of the Acquired Corporations Company to license or otherwise make available to any Person any technology, technology or other Proprietary 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; oror (iv) to make any commitment (to any Governmental Body or otherwise) regarding its future operations or the future operations of the Company.

Additional Agreements. (a) Subject to Section 5.6(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 5.6(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 or any 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 MergerOffer, the Merger or any of the other Contemplated Transactions. The Company Each of the parties to this Agreement 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. 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 or cause any of its subsidiaries to dispose of 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 to commit to cause any of the Acquired Corporations to discontinue offering any 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, software or other Proprietary Asset, or to commit to cause any of the Acquired Corporations to license or otherwise make available to any Person any technology, or other Proprietary 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; oract reasonably and as promptly as practicable.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Acquisition and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerAcquisition. 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 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 productproduct or service, or to commit to cause any of the Acquired Corporations Company to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property; (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; oror (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.

Additional Agreements. (a) Subject to Section 5.6(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 Merger Combination and make effective the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing, but subject to Section 5.6(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 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 Merger 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 MergerCombination. 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 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 Entities to dispose of any assets; (ii) to discontinue or cause any of its subsidiaries Subsidiaries to discontinue offering any productproduct or service, or to commit to cause any of the Acquired Corporations Company Entities to discontinue offering any productproduct 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 Proprietary AssetIntellectual 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 Proprietary AssetIntellectual Property or Intellectual Property Right; (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 Entities 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 Company Entities, or (vi) to contest any Legal Proceeding relating to the Combination if Parent determines in good faith that contesting such Legal Proceeding is not advisable.