Common use of Entire Agreement; Nonassignability; Parties in Interest Clause in Contracts

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments delivered pursuant to this Agreement, including the exhibits to this Agreement, the Target Disclosure Schedule and the other schedules to this Agreement: (a) together constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings (including the Original Agreement), both written and oral, among the Parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, which will continue in full force and effect in accordance with its terms and will survive any termination of this Agreement; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5; and (c) will not be assigned by Acquiror or Merger Sub, on the one hand, or by Target, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties to this Agreement, except that Acquiror shall be entitled to freely assign its rights and obligations hereunder to one of its affiliates (provided that such affiliate is of similar creditworthiness and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.10.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments delivered pursuant to this Agreement, including the exhibits to this Agreement, the Target Disclosure Schedule and the other schedules to this Agreement: (a) together constitute the entire agreement among the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, except for the Confidentiality Agreement, which will continue in full force and effect in accordance with its terms and will survive any termination of this Agreement; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5; and (c) will not be assigned by Acquiror or Merger Sub, on the one hand, or by Target, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties to this Agreement, except that Acquiror shall be entitled to freely assign its rights and obligations hereunder to one of its affiliates (provided that such affiliate is of similar creditworthiness and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.10.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments delivered pursuant to this Agreementhereto, including the exhibits to this Agreementhereto, the Target Company Disclosure Schedule and the other schedules to this Agreementhereto: (a) together constitute the entire agreement among the Parties parties with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties with respect to the subject matter of this Agreementhereof, except for the Confidentiality Agreement, which will shall continue in full force and effect in accordance with its terms and will shall survive any termination of this Agreement; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and 9 or in the final sentence of this Section 10.510.4; and (c) will shall not be assigned by Acquiror Purchaser or Merger Sub, on the one hand, or by TargetCompany or the Significant Shareholder, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties to this Agreementparties hereto; provided, except however, that Acquiror such consent shall not be entitled to freely assign its necessary for (1) an assignment by Purchaser or Merger Sub of their rights and obligations hereunder to one an Affiliate of its affiliates (provided that such affiliate is of similar creditworthiness and Purchaser so long as such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any Purchaser of its obligations hereunder, or (2) any collateral assignment by Purchaser or Merger Sub of their rights and obligations hereunder to any lender under credit and collateral agreements or any other source of debt financing under note purchase agreements, indentures or other similar agreements, in each case as such agreements may be amended, modified or replaced from time to time. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the StakeholdersHolders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will Company Holders shall be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will Company’s former officers and directors shall be third party beneficiaries of the provisions set forth in Section 9.1(b)6.6, and (iii) the Purchaser Indemnified Parties will Persons shall be third party beneficiaries of the provisions set forth in Section 6.10.9. 100

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant to this Agreementhereto, including the exhibits to this AgreementConfidentiality Agreements, all the Exhibits attached hereto, the Target Schedules, including the Company Disclosure Schedule and the other schedules to this Agreement: Letter, (a) together constitute the entire agreement among the Parties parties hereto with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties hereto with respect to the subject matter of this Agreementhereof, except for the Confidentiality AgreementAgreements, which will shall continue in full force and effect in accordance with its terms effect, and will shall survive any termination of this Agreement, in accordance with their terms; (b) are not intended to confer confer, and shall not be construed as conferring, upon any Person other person than the parties hereto any rights or remedies hereunder, hereunder (except as provided in the last sentence of Section 8.3 that (which i) Article VIII is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5; and (c) will not be assigned by Acquiror or Merger Sub, on the one hand, or by Target, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties to this Agreement, except that Acquiror shall be entitled to freely assign its rights and obligations hereunder to one of its affiliates (provided that such affiliate is of similar creditworthiness and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2benefit Indemnified Persons, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b)5.9 is intended to benefit Company Indemnified Parties, and (iii) the Indemnified Parties will Company shall have the right, on behalf of the Company Shareholders, to pursue damages (including claims for damages based on loss of the economic benefits of the Merger and the transactions contemplated by this Agreement to the Company Shareholders) in the event of the Acquiror’s or the Sub’s breach of this Agreement (whether or not this Agreement has been terminated pursuant to Section 7.1), which right is hereby expressly acknowledged and agreed by the Acquiror and the Sub; and (c) shall not be assigned by operation of law or otherwise except as otherwise specifically provided herein. The third party beneficiaries beneficiary rights referenced in clause (b)(iii) of the provisions set forth preceding sentence may be exercised only by the Company (on behalf of the Company Shareholders as their agent) through actions expressly approved by the Company Board, and no Company Shareholder, whether purporting to act in Section 6.10its capacity as a Company Shareholder or purporting to assert any right (derivatively or otherwise) on behalf of the Company, shall have any right or ability to exercise or cause the exercise of any such right.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant to this Agreementhereto or in connection herewith, including the exhibits to this Agreementand schedules hereto, including the Target Seller Disclosure Schedule and the other schedules to this AgreementSchedule: (a) together constitute the entire agreement among the Parties with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement, hereof except for the Confidentiality Agreement, which will except as provided in Section 6.2 shall continue in full force and effect in accordance with its terms effect, and will shall survive any termination of this AgreementAgreement or the Closings, in accordance with its terms; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as provided in hereunder and shall not be assigned by operation of law or otherwise without the last sentence written consent of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5other Party; and (c) will shall not be assigned whether by Acquiror or Merger Subasset transfer, on the one handmerger, or by Target, on the other hand (by operation of law law, change of control or otherwise), otherwise without the written consent of each the other Party. Notwithstanding the foregoing, any Purchaser Group member may freely assign any of its rights or obligations under this Agreement to an Affiliate (which Affiliate shall have sufficient net assets to satisfy the assignee’s obligations hereunder or the assignor shall nonetheless be subject to its obligations hereunder) or as part of a change of control of Qualcomm Technologies or a sale of the Qualcomm CDMA Technologies business; provided that (i) if any such assignment occurs prior to the payment of the Option Price at the Option Closing, then such assignment shall not affect the obligations of Purchaser Parent under Section 10.9(b), and such obligations shall continue until such payments are made, and (ii) in the event of any such assignment, this Agreement shall remain with (x) Qualcomm Technologies, (y) an entity directly or indirectly wholly owned by Qualcomm Technologies or (z) if Qualcomm Technologies no longer owns the Qualcomm CDMA Technologies business, the successor entity thereof that owns such business (or any entity directly or indirectly wholly owned by such successor entity); provided, further, that any such permitted assignee shall agree to be bound hereby. Any attempted or purported assignment or transfer in derogation of the foregoing provisions shall be null, void and of no effect. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties to this Agreement, except that Acquiror shall be entitled to freely assign its rights and obligations hereunder to one of its affiliates (provided that such affiliate is of similar creditworthiness their respective successors and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunder. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.10permitted assigns.

Entire Agreement; Nonassignability; Parties in Interest. (a) This Agreement and Agreement, the Escrow Agreement, the Litigation Management Agreement, the documents and instruments and other agreements specifically referred to herein or delivered pursuant to this Agreement, including the exhibits to this Agreement, the Target Disclosure Schedule hereto and the other schedules to this Agreement: (a) together Confidentiality Agreement constitute the entire agreement among the Parties parties with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties with respect to the subject matter hereof. In the event of a conflict between the terms of this Agreement and the terms of the Litigation Management Agreement, the terms of the Litigation Management Agreement shall govern and control. Except as specifically stated in a particular section of this Agreement, and except for the Confidentiality AgreementCompany Holders, which will continue in full force and effect in accordance who are intended third party beneficiaries hereunder, including with its terms and will survive any termination respect to the receipt of the Merger Consideration pursuant to ARTICLE I, no provision of this Agreement; (b) are Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not intended to confer upon any other person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5; and (c) will not be assigned by Acquiror or Merger Sub, on the one hand, or by Target, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties a party to this Agreement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto, except that Acquiror (x) Parent may (i) assign any or all of its rights and interests hereunder to one or more of its Affiliates, and (ii) designate one or more of its Affiliates to perform its obligations hereunder (provided that in any or all cases under this clause (x) Parent nonetheless shall remain responsible for the performance of all of its obligations hereunder); (y) in the event of the death, incapacity or unwillingness to serve of one of the Stockholder Representatives, the other Stockholder Representative shall be entitled to freely assign its appoint a replacement Stockholder Representative and, in the event of the death, incapacity or unwillingness to serve of both Stockholder Representatives, Company Holders whose Proportionate Shares total more than 50% shall be entitled to appoint one or more replacement Stockholder Representatives, in each case without such consent and with the consent of the appointee(s), upon which appointment the replacement Stockholder Representative(s) shall assume all rights and obligations of the retiring Stockholder Representative(s) hereunder to one and the retiring Stockholder Representative(s)’ obligations hereunder shall cease and terminate; and (z) each of its affiliates (provided that such affiliate is of similar creditworthiness Parent, Merger Sub and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror Company may collaterally assign its rights hereunder for collateral security purposes to any financial institution lender or lenders (and any agent for any such lender(s)) providing financing to such Person or to any assignee or assignees of any such lender, lenders or agent, in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunder. Notwithstanding anything each case pursuant to customary written documentation reasonably satisfactory to the contrary contained Stockholder Representatives. Any attempted assignment in violation of this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (iSection 9.5(a) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.10void.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments delivered pursuant to this Agreementhereto, including the exhibits to this Agreementhereto, the Target Company Disclosure Schedule and the other schedules to this Agreementhereto: (a) together constitute the entire agreement among the Parties parties with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties with respect to the subject matter of this Agreementhereof, except for the Confidentiality Agreement, both of which will shall continue in full force and effect in accordance with its their terms and will shall survive any termination of this Agreement; (b) are not intended to confer upon any other person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.5; and (c) will shall not be assigned by Acquiror Parent or Merger Sub, on the one hand, or by Targetthe Company, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties parties hereto; provided, however, that Parent and Merger Sub may assign this Agreement to this Agreementtheir Affiliates so long as (i) Parent guarantees in writing the performance of all obligations so assigned and (ii) such assignment would not reasonably be expected to (w) impose any material delay in the obtaining of, or significantly increase the risk of not obtaining any required approvals or consents to the Merger from any Governmental Authority or the expiration or termination of any applicable waiting period, (x) significantly increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Merger, (y) significantly increase the risk of not being able to remove any such order on appeal or otherwise or (z) materially delay the consummation of the Merger. If the requirements of the proviso in the previous sentence are met and Parent or Merger Sub wishes to designate another entity to be a constituent corporation in lieu thereof, then all references herein to Parent or Merger Sub, as applicable, shall be deemed references to such other entity, except that Acquiror all representations and warranties made herein with respect to Parent or Merger Sub, as applicable, as of the date hereof shall be entitled deemed representations and warranties made with respect to freely assign its rights and obligations hereunder to one such other entity as of its affiliates (provided that the date of such affiliate is of similar creditworthiness and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any of its obligations hereunderassignment. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the StakeholdersStockholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders Stockholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Company Capital Stock will shall be third party beneficiaries of the provisions set forth in Section 2, and (iiiii) the Former Stakeholders will Company’s former officers and directors shall be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.106.6.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement and the documents and instruments delivered pursuant to this Agreementhereto, including the exhibits to this Agreementhereto, the Target Company Disclosure Schedule and the other schedules to this Agreementhereto: (a) together constitute the entire agreement among the Parties parties with respect to the subject matter of this Agreement hereof and supersede all prior agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties with respect to the subject matter of this Agreementhereof, except for the Confidentiality Agreement, which will shall continue in full force and effect in accordance with its terms and will shall survive any termination of this Agreement; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders and their Representatives) and the final sentence of this Section 10.510.4; and (c) will shall not be assigned by Acquiror Parent or Merger Sub, on the one hand, or by TargetCompany or the Significant Shareholders, on the other hand (by operation of law or otherwise), without the written consent of each of the Parties to this Agreementparties hereto; provided, except however, that Acquiror such consent shall not be entitled to freely assign its necessary for (1) an assignment by Parent or Merger Sub of their rights and obligations hereunder to one an Affiliate of its affiliates (provided that such affiliate is of similar creditworthiness and Parent so long as such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to any financial institution providing financing in connection with the transactions contemplated by this Agreement, provided that no such assignment or delegation will relieve Acquiror from any Parent of its obligations hereunder, or (2) any collateral assignment by Parent or Merger Sub of their rights and obligations hereunder to any lender under credit and collateral agreements, as such agreements may be amended, modified or replaced from time to time. Notwithstanding anything to the contrary contained in this Agreement (but without limiting any of the rights of the StakeholdersShareholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will Company Holders shall be third party beneficiaries of the provisions set forth in Section 2, and (ii) the Former Stakeholders will Company’s former officers and directors shall be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.106.6.

Entire Agreement; Nonassignability; Parties in Interest. This Agreement Agreement, the other Transaction Documents and the documents and instruments and other agreements specifically referred to herein or delivered pursuant to this Agreementhereto, including the exhibits to this Agreementand schedules hereto, including the Target Company Disclosure Schedule and the other schedules to this AgreementBlocker Disclosure Schedule: (a) together constitute the entire agreement among the Parties parties with respect to the subject matter of this Agreement hereof and supersede all prior and contemporaneous agreements and understandings (including the Original Agreement)understandings, both written and oral, among the Parties parties with respect to the subject matter of this Agreement, hereof except for the Confidentiality Agreement, which will shall continue in full force and effect effect, and shall survive any termination of this Agreement in accordance with its terms (but shall terminate effective upon the Closing, should the Closing occur); and will survive any termination of this Agreement; (b) are not intended to confer upon any other person Person any rights or remedies hereunder, except as provided in the last sentence of Section 8.3 (which is intended to be enforceable by the persons specified therein to the extent applicable), the last sentence of Section 10.8 (which is intended to be enforceable by the Lenders hereunder and their Representatives) and the final sentence of this Section 10.5; and (c) will shall not be assigned by Acquiror or Merger Sub, on the one hand, or by Target, on the other hand (by operation of law or otherwise), otherwise without the written consent of each of the Parties to this Agreementother party, except that Acquiror shall be entitled to freely Purchaser may assign its rights this Agreement and obligations hereunder to one of its affiliates (provided that such affiliate is of similar creditworthiness and such assignment does not affect the Acquiror’s (or its assignee’s) ability to obtain the Financing on a less timely basis. Acquiror may collaterally assign its rights hereunder to an Affiliate of Purchaser without the prior written consent of the Sellers’ Representative or any financial institution providing financing in connection with the transactions contemplated by this Agreementother party hereto, provided that no such assignment or delegation will relieve Acquiror Purchaser from any of its obligations hereunder. Notwithstanding anything This Agreement shall be binding upon and inure to the contrary contained benefit of the parties hereto and their respective successors and permitted assigns. In the event of any inconsistency between the provisions of this Agreement, on the one hand, and the Exhibits, the Company Disclosure Schedule and/or the Blocker Disclosure Schedule, on the other hand (other than an exception expressly set forth as such in the Company Disclosure Schedule or the Blocker Disclosure Schedule), this Agreement (but without limiting any of the rights of the Stakeholders’ Agent hereunder), if the Merger is consummated, (i) the Former Stakeholders and the persons who held, immediately prior to the Effective Time, options to purchase Target Capital Stock will be third party beneficiaries of the provisions set forth in Section 2, (ii) the Former Stakeholders will be third party beneficiaries of the provisions set forth in Section 9.1(b), and (iii) the Indemnified Parties will be third party beneficiaries of the provisions set forth in Section 6.10shall control.