Common use of Vested Options Clause in Contracts

Vested Options. Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law.

Vested Options. Prior On the next regularly scheduled payroll date of the Surviving Corporation occurring more than five (5) Business Days but less than twenty (20) Business Days following the Closing Date, the Surviving Corporation shall pay to each holder of a Vested Option (other than with respect to Non-Withholding Options) for whom Acquiror has received a duly executed Option Termination Agreement an amount in cash equal to the Closingnumber of shares of Common Stock subject to such Vested Option multiplied by an amount equal to the difference between (a) the Per Share Closing Consideration, minus (b) the Board of Directors exercise price per share under such Vested Option, minus (c) such holder’s applicable Percentage of the Company shall have adopted resolutions (Escrow Amount in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise respect of such Vested Option being retained by (the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used“Closing Options Payout Amount”). As of Following the Effective Time, the Paying Agent shall cause the applicable Closing Options Payout Amount to be paid to each such share holder of Company Common Stock a Vested Option which is a Non-Withholding Option for whom Acquiror has received a duly executed Option Termination Agreement. The Closing Options Payout Amount payable to each holder of a Vested Option shall be converted into set forth opposite such holder’s name on the right Payment Schedule (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or in the Company’s Amended and Restated Certificate of Incorporation (as amended as of the date hereof) (the “Restated Certificate”), Acquiror, Merger Sub, the Surviving Corporation, the Equityholder Representative and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested Options pursuant to this Agreement. Each holder of a Vested Option, subject to receipt of a duly executed Option Termination Agreement, shall be entitled to receive with respect to each Vested Option subject thereto, such holder’s Percentage of the sum of (i) Earnout Payments, as and when such payments are required to be made, which amount shall be paid on the Per Share Cash Consideration same schedule and (ii) on the Per Share Stock Consideration pursuant same terms and conditions as apply to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable lawStockholders generally.

Vested Options. Prior to the Closing, the Board of Directors of the Each vested outstanding Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) Option that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing Effective Time (the “Vested Cashed-Out Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of cancelled at the Effective Time, each such share of Company Common Stock shall be Time and converted into the right to receive an amount in cash equal to the sum of (i) Option Consideration after which it shall be cancelled and extinguished. If the Per Share Cash Consideration Conversion Common Amount does not exceed the per share exercise price of each such outstanding Company Option, then such Company Option shall be cancelled and (ii) the Per Share Stock Consideration pursuant extinguished, with no consideration payable in connection with such cancellation and no further rights to the terms holder thereof (the “Cancelled Options”) and such Company Option shall not be deemed a Cashed-Out Option. Company shall take any and all necessary action to provide for the cancellation of this Article I. Each Vested each Company Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a1.6(b)(i). As soon as reasonably practicable after the Effective Time, through its payroll system on a special payroll run on the Closing Date, the Surviving Corporation shall or shall direct its payroll agent to, in accordance with its customary payroll practices, pay to each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as an employee of Company or any of its Subsidiaries for applicable employment Tax purposes (“Employee Cashed-Out Option Holder”) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise applicable portion of the Vested Options through payroll Option Consideration (subject to applicable withholding Taxes) payable in respect of each such Cashed-Out Option (“Employee Option Consideration”); provided, that, if any such Employee Cashed-Out Holder has not executed and delivered to Parent a Cashed-Out Option Agreement (a “Cashed-Out Option Agreement”) in substantially the form attached hereto as appropriate EXHIBIT I, as of such date, the payment to such Employee Cashed-Out Option Holder shall be made as soon as reasonably practicable following the execution and delivery to remit Parent of a Cashed-Out Option Agreement. Each holder of a Cashed-Out Option that was granted to the holder in the holder’s capacity as a non-employee service provider to Company or any necessary withholding amounts that arise upon of its Subsidiaries for applicable employment Tax purposes (“Non-Employee Cashed-Out Option Holder”) shall be paid the exercise applicable portion of the Vested Options Option Consideration by the Exchange Agent in the manner provided in Section 1.11. No interest shall accrue or be paid on the Option Consideration payable with respect to the appropriate Tax authorities any Cashed-Out Options. In no event shall any Cashed-Out Option or Governmental Entities, as required Cancelled Option be assumed by applicable lawParent.

Vested Options. Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) Each vested Option that is vested outstanding and exercisable and that remains outstanding as of unexercised immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock Time shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised cash in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist2.2(a). The Company hereby agrees that, prior to process the Effective Time, the Company Board will take all actions necessary to accelerate the vesting of all Options that would become vested as a result of, or in connection with, the consummation of the transactions contemplated by this Agreement; provided, that the holder of each such Option is employed by the Company or one of its Subsidiaries at the Effective Time. At the Effective Time, the Company shall pay to each holder of a vested Option (each an “Optionholder” and collectively, the “Optionholders”) an amount of cash for each share of Voting Common Stock then issuable upon exercise of such vested Option equal to the Price Per Common Share less the applicable exercise price, upon receipt by the Company, Parent and MergerCo from such Optionholder of a duly executed counterpart signature page to the Common Equity Holders Agreement (as defined in Section 8.2(k)). The aggregate amount of the exercise prices of all the vested Options as of the Vested Effective Time is referred to herein as the “Aggregate Option Exercise Price Proceeds.” The aggregate amount of cash paid to the Optionholders at the Effective Time pursuant to this Section 2.2(a) (after giving effect to Section 2.2(c) hereof) is referred to herein as the “Total Option Proceeds.” The Company shall take all actions necessary so that, as of immediately prior to the Effective Time, the Plan (as defined in Section 11.6) and all vested Options through payroll that are outstanding as appropriate of immediately prior to the Effective Time shall be terminated and canceled without any payment therefor (except the right to remit any necessary withholding amounts that arise upon the exercise receive payment of the Vested Total Option Proceeds in respect of vested Options upon delivery by each such holder of a vested Option of a duly executed counterpart signature page to the appropriate Tax authorities Common Equity Holders Agreement (as defined in Section 8.2(k)) or Governmental Entitiesother liability on the part of the Company, MergerCo, Parent or any of their respective Affiliates (as required by applicable lawdefined in Section 11.6) (including, without limitation, under Section 280G of the Code).

Vested Options. Prior to At the Closing, the Board Effective Time of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”)Merger I, each stock option granted thereunder to purchase Target Common Stock (each a “Company Stock Target Option”) that was granted under the Target Option Plan and is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant to the terms of this Article I. Each Vested Option outstanding immediately prior to the date Effective Time of exerciseMerger I and (A) held by an employee of Target and is vested as of the Effective Time of Merger I or (B) held by a non-employee of Target, when whether or not vested (each option described in clause (A) or (B) being a “Non-Assumed Target Option”), shall not be assumed by Acquiror and, accordingly, at the Effective Time of Merger I shall remain vested and exercisable for such number of shares of Target Capital Stock subject to such Non-Assumed Target Option to the extent of its vesting and, to the extent not exercised at or before the Effective Time of Merger I, shall terminate and cease to be outstanding immediately upon the Effective Time of Merger I, in each case in accordance with this the terms of each of the Target Option Plan and the applicable stock option agreement. However, Target shall enter into an agreement with each holder of an outstanding Non-Assumed Target Option which will provide such holder with the following rights: (A) the right to exercise the Non-Assumed Target Option to the extent of its vesting, determined as of the Effective Time of Merger I, as proximately as possible prior to the Effective Time of Merger I by such holder’s payment to Target of the applicable exercise price in United States currency or immediately available funds in accordance with the terms of the applicable stock option agreement for such Non-Assumed Option and (B) the right to receive with respect to the Target Common Stock acquired upon such exercise of the Non-Assumed Target Option the applicable Cash Consideration and Equity Consideration in accordance with Section 1.7(a2.6(a)(ii). Any such executed and binding agreement of any exercising option holder shall be provided to Target at least three (3) or otherwisebusiness days prior to the Effective Time of Merger I in order for Target to prepare, and Acquiror to review, the Closing Option Schedule, Closing Payment Schedule and Updated Target Disclosure Schedule, which shall no longer be outstandingamended to reflect the shares exercised and amounts received by Target for the exercises of Non-Assumed Target Options described above. At the Effective Time of Merger I, shall automatically be canceled and shall cease all shares of Target Capital Stock distributable pursuant to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate rights authorized pursuant to this Section 2.6(d)(i), shall be certificated and to remit any necessary withholding amounts that arise upon held by Target’s corporate secretary for purposes of the exchange procedures set forth in Section 2.7 below. Upon the exercise of the Vested Options Non-Assumed Target Options, Target shall satisfy all of its tax withholding obligations with respect to the appropriate Tax authorities or Governmental Entities, as required by applicable lawsuch exercises.

Vested Options. Prior to At the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum for each share of Stock to which such Vested Option pertains (i) the Closing Per Share Cash Consideration and Payment Amount minus the exercise price per share of each such Vested Option (the “Net Option Payment”), (ii) the Per Share Indemnification Escrow Distributions, if any and subject to the terms and conditions of this Agreement and the Escrow Agreement, and without any interest thereon, (iii) the Reimbursement Escrow Distributions, if any and subject to the terms and conditions of this Agreement and the Escrow Agreement, (iv) the Terminated Option Amount Distribution, if any and subject to the terms and conditions of this Agreement, (v) the Terminated SAR Unit Amount Distribution, if any and subject to the terms and conditions of this Agreement, (vi) Aged Receivables Distributions, if any and subject to the terms and conditions of this Agreement, and (vii) the Purchase Price Adjustment Payment, if any and subject to the terms and conditions of this Agreement. Within ten (10) Business Days after the Closing, Buyer shall pay by wire transfer of immediately available funds to the Company, and Buyer shall cause the Company to pay to each of the holders of Vested Options as listed on the Capitalization Table, the Net Option Payment for each of their Vested Options less any required withholding of Taxes under applicable Law; provided, that notwithstanding the foregoing, prior to any such payment being made to a holder of Vested Options, such holder must first execute and deliver a Cash Out and Termination of Stock Consideration Rights in substantially the form attached hereto as Exhibit B-2 (a “Stock Option Cash Out Agreement”) and, if such holder does not or is unwilling to execute and deliver a Stock Option Cash Out Agreement prior to such tenth (10th) Business Day after the Closing, such holders Vested Options shall, upon the decision of Buyer, be deemed terminated and such holder shall thereafter have no right to the payments otherwise contemplated hereby. For the avoidance of doubt, the parties hereto agree that in the event that the “end of the day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) would otherwise apply to any payments made pursuant to this Section 2.3(c), the Company and Buyer will treat such payments as occurring at the beginning of the day following the Closing for all U.S. federal income Tax purposes pursuant to the terms “next day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B). Such treatment shall also apply for all purposes of this Agreement, including Article I. Each Vested Option outstanding immediately prior to the date of exercise, when exercised in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable lawIX.

Vested Options. Prior to the Closing, the Board of Directors of the Company shall have adopted resolutions (in a form reasonably satisfactory to Parent), and the Company hereby agrees to take all other actions reasonably necessary, to cause, in accordance with the Yodlee, Inc. 1999 Stock Plan, as amended; the Yodlee, Inc. 2001 Stock Plan, as amended; the Yodlee, Inc. 2009 Equity Incentive Plan, as amended; and the Yodlee, Inc. 2014 Equity Incentive Plan, as amended (collectively the “Equity Plans”), each stock option granted thereunder (“Company Stock Option”) that is vested and exercisable and that remains outstanding as of immediately prior to the Closing, including Company Stock Options that will become vested as of the Closing (the “Vested Options”) to be exercised immediately prior to the Closing in a cashless net exercise with shares of Company Common Stock that would otherwise be received on the exercise of such Vested Option being retained by the Company to cover the exercise price and any applicable tax withholding obligations and to issue the net number of shares of Company Common Stock upon such net exercise to the holder of such Company Stock Option where the value of a share of Company Common Stock for purposes of the foregoing shall be the sum of (i) the Per Share Cash Consideration and (ii) the value of the Per Share Stock Consideration and for purposes of determining the value of the Per Share Stock Consideration, the Parent Stock Value used to determine the Per Share Stock Consideration will be used. As of At the Effective Time, each such share of Company Common Stock shall be converted into the right to receive the sum of (i) the Per Share Cash Consideration and (ii) the Per Share Stock Consideration pursuant subject to the terms of this Article I. Each Vested Agreement (including Section 2.7), each Company Option outstanding that is outstanding, vested, exercisable and unexpired immediately prior to the Effective Time (after giving full effect to any acceleration of vesting triggered solely by the consummation of the transactions contemplated by this Agreement (including, without limitation, the Merger) (the “Vested Company Options”) shall, by virtue of the Merger and without any action on the part of the Holder of any such Vested Company Options, be cancelled and converted into and represent the right to receive an amount of cash, without interest, equal to the product obtained by multiplying (x) the number of shares of Common Stock subject to a Vested Company Option by (y) (A) the Per Share Residual Amount, less(B) the exercise price per share attributable to such Vested Company Option, unless on or before the date that is five (5) days prior to the Closing Date (as determined by Buyer and the Company in good faith) the Holder of exerciseany such Vested Company Option delivers to Buyer and the Company a written request, when exercised in form and substance reasonably acceptable to Buyer and the Company (an “Election Notice”), that such Vested Company Option be assumed by Buyer. In the event that Buyer and the Company shall receive an Election Notice with respect to any Vested Company Option, (i) such Vested Company Option shall be assumed by Buyer in the same manner and under the same terms and conditions set forth in Section 2.6.7.1 hereof with respect to Unvested Company Options and (ii) Buyer and the Company shall use all commercially reasonable efforts to provide for such assumption (including, without limitation, by making any necessary amendments to the 2002 Stock Incentive Plan and obtaining any necessary consents from the Holders of such Vested Company Options). The amount of cash each Holder of Vested Company Options is entitled to receive for the Vested Company Options held by such holder shall be rounded down to the nearest cent and computed after aggregating cash amounts for all Vested Company Options held by such Holder. Any amount paid pursuant to this Section 2.6.7.2 in respect of Vested Company Options shall be subject to any applicable Taxes required to be withheld with respect to such payment. At least two weeks prior to the anticipated Closing Date, the Company shall cause a form of Election Notice to be provided to each Holder of a Vested Company Option. Buyer shall use commercially reasonable efforts to assist the Company in respect of such delivery and shall provide to the Company for inclusion in such Election Notice any necessary information concerning Parent, Buyer, the Parent Ordinary Shares and such other information as may be necessary or desirable in connection therewith. As soon as practicable (and in no event more than five (5) calendar days) following the Closing, Parent or Buyer shall pay to each Holder of Vested Company Options the amounts (if any) required to be paid to any such Holder in accordance with this Section 1.7(a) or otherwise, shall no longer be outstanding, shall automatically be canceled and shall cease to exist. The Company agrees to process the exercise of the Vested Options through payroll as appropriate and to remit any necessary withholding amounts that arise upon the exercise of the Vested Options to the appropriate Tax authorities or Governmental Entities, as required by applicable law2.6.7.2.