Common use of Regulatory Matters and Approvals Clause in Contracts

Regulatory Matters and Approvals. Each of the Parties will give any notices to, make any filings with, and use its commercially reasonable efforts to obtain requisite authorizations, consents, and approvals of governments and Governmental Authorities. Without limiting the generality of the foregoing: (1) Registration Statement on Form S-4. (A) Buyer agrees to prepare a registration statement on Form S-4 or other applicable form (the "Registration Statement"), to be filed by Buyer with the SEC in connection with the issuance of Buyer Common Stock in the Merger (including the joint proxy statement of Buyer and Target (the "Proxy Statement"), which also constitutes the prospectus of Buyer, and all other documents filed therewith or incorporated therein. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required or requested in connection with the Registration Statement and the Proxy Statement, and Target and its counsel will cooperate with and assist Buyer and its counsel in the preparation of the Proxy Statement. Target agrees to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with the SEC as promptly as reasonably practicable but in no event later than 60 days after the date hereof. Buyer agrees to use all reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer agrees that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and the Proxy Statement and any amendment or supplement thereto shall not, at the date of mailing to shareholders of Target and Buyer and at the time of their respective shareholders' meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Each of Target and Buyer further agrees that if such party shall become aware prior to the Effective Time of any information furnished by such party that would cause any of the statements in the Registration Statement or the Proxy Statement to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statement.

Regulatory Matters and Approvals. Each of the Parties Parties, promptly after the date hereof, will (and the Company, promptly after the date hereof, will cause each of its Subsidiaries to) give any notices to, make any filings with, with and use its commercially all reasonable efforts to obtain requisite any authorizations, consents, consents and approvals of governments Government Entities in connection with the matters referred to in ss.3(f) and Governmental Authoritiesss.4(f) above. Without limiting the generality of the foregoing: (1i) Registration Statement on Form S-4. FEDERAL SECURITIES LAWS. As promptly as practicable following the date hereof, Parent and the Parent Subsidiary shall, in cooperation with the Company, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (Asuch proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") Buyer agrees to prepare and a registration statement on Form S-4 or other applicable form (with respect to the "Registration Statement"), to be filed by Buyer with the SEC issuance of Parent Shares in connection with the issuance of Buyer Common Stock in the Merger (including the joint proxy statement of Buyer and Target (the "Proxy StatementREGISTRATION STATEMENT"), which also constitutes the prospectus of Buyer, and all file with state securities administrators such registration statements or other documents filed therewith or incorporated therein. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required under applicable blue sky laws to qualify or requested register such Parent Shares in connection with such states as are designated by the Company (the "BLUE SKY FILINGS"). The Joint Proxy Statement/Prospectus will be included in the Registration Statement as Parent's prospectus. The Registration Statement and the Joint Proxy Statement, and Target and its counsel will cooperate /Prospectus shall comply as to form in all material respects with and assist Buyer and its counsel in the preparation applicable provisions of the Proxy StatementSecurities Act and the Exchange Act and the rules and regulations thereunder. Target agrees Each of Parent and the Parent Subsidiary shall use all reasonable efforts to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with have the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with declared effective by the SEC as promptly as reasonably practicable but in no event later than 60 days after filing with the date hereof. Buyer agrees SEC and to use all reasonable efforts to cause keep the Registration Statement effective as long as is necessary to be declared effective under consummate the Securities Act as promptly as reasonably practicable after Merger. Parent and the filing thereof. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer agrees Parent Subsidiary agree that none of the information supplied or to be supplied by it Parent or the Parent Subsidiary for inclusion or incorporation by reference in the Registration Statement shall, at and/or the time the Registration Statement Joint Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the Company Special Meeting (as defined below) or the Parent Special Meeting (as defined below), becomes effective under the Securities Act, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Proxy Statement and any each amendment or supplement thereto shall notthereto, at the date time of mailing to shareholders of Target and Buyer thereof and at the time of their respective shareholders' meetingsthe Company Special Meeting or the Parent Special Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Each For purposes of Target the foregoing, it is understood and Buyer further agrees agreed that if information concerning or related to Parent and the Parent Special Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Special Meeting shall be deemed to have been supplied by the Company. Parent will provide the Company with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such party with the SEC, will provide the Company with a copy of all such filings made with the SEC and will notify the Company as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between Parent or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall become aware be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time Time, any event relating to the Company or Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent, as the case may be, that is required by the Securities Act, the Securities Exchange Act, or the rules or regulations thereunder, to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Parent, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company and Parent, to the extent required by applicable securities laws. All documents which the Company or Parent files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Company, on the one hand, and Parent and the Parent Subsidiary, on the other hand, make no representations or warranties with respect to any information furnished that has been supplied in writing by such party that would cause any of the statements other, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or in any other documents to be false filed with the SEC or misleading any other regulatory agency expressly for use in connection with respect the transactions contemplated hereby. (ii) DELAWARE GENERAL CORPORATION LAW. The Company will take all action, to any material factthe extent necessary in accordance with applicable law, or its certificate of incorporation and by-laws to omit convene a special meeting of its stockholders (the "COMPANY SPECIAL MEETING"), as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. Parent will take all action, to state any material fact the extent necessary in accordance with applicable law, its certificate of incorporation and by-laws to make convene a special meeting of its stockholders (the statements therein not false or misleading"PARENT SPECIAL MEETING"), it as soon as reasonably practicable in order that the stockholders may consider and vote upon the issuance of Parent Shares in connection with the Merger as provided in the Agreement as required by the rules of Nasdaq and, if necessary, an amendment to the certificate of incorporation of Parent to increase the number of authorized Parent Shares. The Company and Parent shall promptly inform mail the other party thereof and to take the necessary steps to correct the Registration Statement or the Joint Proxy Statement/Prospectus to their respective stockholders simultaneously and as soon as reasonably practicable. Subject to ss.5(h)(iv) and ss.5(i)(iv) below, the Joint Proxy Statement/Prospectus shall contain the affirmative unanimous recommendations of the Company Board in favor of the adoption of this Agreement and the approval of the Merger and of the Parent Board in favor of issuance of Parent Shares in connection with the Merger as provided in the Agreement as required by the rules of Nasdaq and, if necessary, increase the number of authorized Purchaser Shares in accordance with the Delaware General Corporation Law. (iii) ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ ACT. As soon as possible after the date hereof, each of the Parties will file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, will use all reasonable efforts to obtain (and the Company will cause each of its Subsidiaries to use all reasonable efforts to obtain) an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary.

Regulatory Matters and Approvals. Each of the Parties Parties, promptly after the date hereof, will (and the Target, promptly after the date hereof, will cause each of its Subsidiaries to) give any notices to, make any filings with, with and use its commercially all reasonable efforts to obtain requisite any authorizations, consents, consents and approvals of governments and Governmental Authoritiesgovernmental agencies in connection with the matters referred to in Section 3(d) and Section 4(d) above. Purchaser shall be responsible for preparing and filing the appropriate applications and documentation which are necessary or appropriate to request the authorizations, consents and approvals from governmental authorities with jurisdiction over the telecommunications industry to the Merger and the transactions contemplated hereby and, the Target at its sole cost and expense will cooperate with the Purchaser in that regard, providing such assistance as the Purchaser shall reasonably request. The Purchaser will provide the Target with drafts of all applications and other documents to be filed with any such regulatory authority prior to such filing and shall give the Target a reasonable opportunity to review and comment thereon. Without limiting the generality of the foregoing: (1i) Registration Statement on Form S-4. FEDERAL SECURITIES LAWS. As promptly as practicable following the date hereof, the Purchaser and the Purchaser Subsidiary shall, in cooperation with the Target, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (Asuch proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") Buyer agrees to prepare and a registration statement on Form S-4 or other applicable form (the "Registration Statement"), with respect to be filed by Buyer with the SEC in connection with the issuance of Buyer Common Stock Purchaser Shares in the Merger (including the joint proxy statement of Buyer "REGISTRATION STATEMENT"), and file with state securities administrators such registration statements or other documents as may be required under applicable blue sky laws to qualify or register such Purchaser Shares in such states as are designated by the Target (the "BLUE SKY FILINGS"). The Joint Proxy Statement"), which also constitutes /Prospectus will be included in the prospectus of Buyer, and all other documents filed therewith or incorporated thereinRegistration Statement as the Purchaser's prospectus. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required or requested in connection with the The Registration Statement and the Joint Proxy Statement, and Target and its counsel will cooperate /Prospectus shall comply as to form in all material respects with and assist Buyer and its counsel in the preparation applicable provisions of the Proxy StatementSecurities Act and the Exchange Act and the rules and regulations thereunder. Target agrees Each of the Purchaser and the Purchaser Subsidiary shall use all reasonable efforts to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with have the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with declared effective by the SEC as promptly as reasonably practicable but in no event later than 60 days after filing with the date hereof. Buyer agrees SEC and to use all reasonable efforts to cause keep the Registration Statement effective as long as is necessary to be declared effective under consummate the Securities Act as promptly as reasonably practicable after Merger. The Purchaser and the filing thereof. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer agrees Purchaser Subsidiary agree that none of the information supplied or to be supplied by it the Purchaser or the Purchaser Subsidiary for inclusion or incorporation by reference in the Registration Statement shall, at the time the Registration Statement Joint Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the Target Special Meeting or the Purchaser Special Meeting, becomes effective under the Securities Act, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, . The Target agrees that none of the information supplied or to be supplied by the Target for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Proxy Statement and any each amendment or supplement thereto shall notthereto, at the date time of mailing to shareholders of Target and Buyer thereof and at the time of their respective shareholders' meetingsthe Target Special Meeting or the Purchaser Special Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Each For purposes of the foregoing, it is understood and agreed that information concerning or related to the Purchaser and the Purchaser Special Meeting will be deemed to have been supplied by the Purchaser and information concerning or related to the Target and Buyer further agrees that if the Target Special Meeting shall be deemed to have been supplied by the Target. The Purchaser will provide the Target with a reasonable opportunity to review and comment on any amendment or supplement to the Joint Proxy Statement/Prospectus prior to filing such party with the SEC, will provide the Target with a copy of all such filings made with the SEC and will notify the Target as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and upon request of the Target, will supply the Target and its legal counsel with copies of all correspondence between the Purchaser or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No amendment or supplement to the information supplied by the Target for inclusion in the Joint Proxy Statement/Prospectus shall become aware be made without the approval of the Target, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time Time, any event relating to the Target or the Purchaser or any of their respective Affiliates, officers or directors is discovered by the Target or the Purchaser, as the case may be, that is required by the Securities Act, the Exchange Act, or the rules or regulations thereunder, to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Target or the Purchaser, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Target and the Purchaser, to the extent required by applicable securities laws. All documents which the Target of the Purchaser files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Target, on the one hand, and the Purchaser and the Purchaser Subsidiary, on the other hand, make no representations or warranties with respect to any information furnished that has been supplied in writing by such party that would cause any of the statements other, or the other's auditors, attorneys, financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or in any other documents to be false filed with the SEC or misleading any other regulatory agency expressly for use in connection with respect the transactions contemplated hereby. (ii) FLORIDA BUSINESS CORPORATION LAW AND DELAWARE GENERAL CORPORATION LAW. The Target will take all action, to the extent necessary in accordance with applicable law, its articles of incorporation and bylaws to convene a special meeting of its stockholders (the "TARGET SPECIAL MEETING"), as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Florida Business Corporation Law. The Purchaser will take all action, to the extent necessary in accordance with applicable law, its certificate of incorporation and bylaws to convene a special meeting of its stockholders (the "PURCHASER SPECIAL MEETING"), as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in order to satisfy the requirements of the Nasdaq Stock Market ("NASDAQ"). The Target and the Purchaser shall mail the Joint Proxy Statement/Prospectus to their respective stockholders simultaneously and as soon as reasonably practicable. The Joint Proxy Statement/Prospectus shall contain the affirmative unanimous recommendations of the respective boards of directors of the Target and Purchaser in favor of the adoption of this Agreement and the approval of the Merger; PROVIDED, HOWEVER, that no director of either the Target or the Purchaser shall be required to take any material factaction if it is advised in writing by Kelley Drye & Warren LLP, ▇▇ ▇▇▇ ▇▇▇▇ of ▇▇▇ ▇arget Board, or by Pepper Hamilton LLP, in th▇ ▇▇▇▇ ▇▇ ▇▇▇ Purchaser Board, that such action would violate its fiduciary duty to omit to state any material fact necessary to make the statements therein not false or misleading, it shall promptly inform the other party thereof and to take the necessary steps to correct the Registration Statement or the Proxy Statementstockholders.

Regulatory Matters and Approvals. Each of the Parties Parties, promptly after the date hereof, will (and the Company, promptly after the date hereof, will cause each of its Subsidiaries to) give any notices to, make any filings with, with and use its commercially all reasonable efforts to obtain requisite any authorizations, consents, consents and approvals of governments Government Entities in connection with the matters referred to in Section 3(f) and Governmental AuthoritiesSection 4(f) above. Without limiting the generality of the foregoing: (1i) Registration Statement on Form S-4. Federal Securities Laws. As promptly as practicable following the date hereof, Acquiror shall, in cooperation with the Company, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (Asuch proxy statement/prospectus, and any amendments or supplements thereto, the "Joint Proxy Statement/Prospectus") Buyer agrees to prepare and a registration statement on Form S-4 with respect to the issuance of Acquiror Shares in connection with the Merger (such registration statement, and any amendments or other applicable form (supplements thereto, the "Registration Statement"), and file with state securities administrators such registration statements or other documents as may be required under applicable blue sky laws to be filed qualify or register such Acquiror Shares in such states as are designated by Buyer with the SEC in connection with the issuance of Buyer Common Stock in the Merger (including the joint proxy statement of Buyer and Target Company (the "Blue Sky Filings"). The Joint Proxy Statement"), which also constitutes /Prospectus will be included in the prospectus of Buyer, and all other documents filed therewith or incorporated thereinRegistration Statement as Acquiror's prospectus. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required or requested in connection with the The Registration Statement and the Joint Proxy Statement, and Target and its counsel will cooperate /Prospectus shall comply as to form in all material respects with and assist Buyer and its counsel in the preparation applicable provisions of the Proxy StatementSecurities Act and the Exchange Act and the rules and regulations thereunder. Target agrees Acquiror shall use all reasonable efforts to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with have the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with declared effective by the SEC as promptly as reasonably practicable but in no event later than 60 days after filing with the date hereof. Buyer agrees SEC and to use all reasonable efforts to cause keep the Registration Statement effective as long as is necessary to be declared effective under consummate the Securities Act as promptly as reasonably practicable after the filing thereofMerger. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer Acquiror agrees that none of the information supplied or to be supplied by it Acquiror for inclusion or incorporation by reference in the Registration Statement shall, at and/or the time the Registration Statement Joint Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the Company Special Meeting or the Acquiror Special Meeting, becomes effective under the Securities Act, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Proxy Statement and any each amendment or supplement thereto shall notthereto, at the date time of mailing to shareholders of Target and Buyer thereof and at the time of their respective shareholders' meetingsthe Company Special Meeting or the Acquiror Special Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Each For purposes of Target the foregoing, it is understood and Buyer further agrees agreed that if information concerning or related to Acquiror and the Acquiror Special Meeting will be deemed to have been supplied by Acquiror, and information concerning or related to the Company and the Company Special Meeting shall be deemed to have been supplied by the Company. Acquiror will provide the Company with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such party with the SEC, will provide the Company with a copy of all such filings concurrent with their filing with the SEC and will notify the Company as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between Acquiror or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall become aware be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time Time, any event relating to the Company or Acquiror or any of their respective Affiliates, officers or directors is discovered by the Company or Acquiror, as the case may be, that is required by the Securities Act or the Securities Exchange Act to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Acquiror, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company and Acquiror, to the extent required by applicable securities laws. All documents which the Company or Acquiror files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Company, on the one hand, and Acquiror, on the other hand, make no representations or warranties with respect to any information furnished that has been supplied in writing by such party that would cause any of the statements other, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or in any other documents to be false filed with the SEC or misleading any other regulatory agency expressly for use in connection with respect the transactions contemplated hereby. (ii) State Corporation Law. The Company will take all action, to any material factthe extent necessary in accordance with applicable law, or its certificate of incorporation and by-laws to omit convene a special meeting of its stockholders (the "Company Special Meeting"), as soon as reasonably practicable in order that its stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Massachusetts Business Corporation Law. Acquiror will take all action, to state any material fact the extent necessary in accordance with applicable law, its certificate of incorporation and by-laws to make convene a special meeting of its stockholders (the statements therein not false or misleading"Acquiror Special Meeting"), it as soon as reasonably practicable in order that its stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware Business Corporation Law, the issuance of Acquiror Shares in connection with the Merger as provided in this Agreement as required by the rules of Nasdaq and an amendment to the certificate of incorporation of Acquiror to increase the number of authorized Acquiror Shares. The Company and Acquiror shall promptly inform mail the other party thereof and to take the necessary steps to correct the Registration Statement or the Joint Proxy Statement/Prospectus to their respective stockholders simultaneously and as soon as reasonably practicable. Subject to Section 5(h)(iv) and Section 5(i)(iv) below, the Joint Proxy Statement/Prospectus shall contain the affirmative unanimous recommendations of the Company Board in favor of the adoption of this Agreement and the approval of the Merger and of the Acquiror Board in favor of issuance of Acquiror Shares in connection with the Merger as provided in the Agreement as required by the rules of Nasdaq and the increase in the number of authorized Acquiror Shares in accordance with the Delaware General Corporation Law.

Regulatory Matters and Approvals. Each of the Parties Parties, promptly after the date hereof, will (and the Company, promptly after the date hereof, will cause each of its Subsidiaries to) give any notices to, make any filings with, with and use its commercially all reasonable efforts to obtain requisite any authorizations, consents, consents and approvals of governments Government Entities in connection with the matters referred to in ss.3(f) and Governmental Authoritiesss.4(f) above. Without limiting the generality of the foregoing: (1i) Registration Statement on Form S-4. FEDERAL SECURITIES LAWS. As promptly as practicable following the date hereof, Parent and the Parent Subsidiary shall, in cooperation with the Company, prepare and file with the SEC preliminary proxy materials which shall constitute the Joint Proxy Statement/Prospectus (Asuch proxy statement/prospectus, and any amendments or supplements thereto, the "JOINT PROXY STATEMENT/PROSPECTUS") Buyer agrees to prepare and a registration statement on Form S-4 or other applicable form (with respect to the "Registration Statement"), to be filed by Buyer with the SEC issuance of Parent Shares in connection with the issuance of Buyer Common Stock in the Merger (including the joint proxy statement of Buyer and Target (the "Proxy StatementREGISTRATION STATEMENT"), which also constitutes the prospectus of Buyer, and all file with state securities administrators such registration statements or other documents filed therewith or incorporated therein. Target shall furnish all information concerning itself as Buyer may reasonably request in connection with such actions and the preparation of the Proxy Statement. Target shall prepare and furnish such information relating to it and its directors, officers and shareholders as may be reasonably required under applicable blue sky laws to qualify or requested register such Parent Shares in connection with such states as are designated by the Company (the "BLUE SKY FILINGS"). The Joint Proxy Statement/Prospectus will be included in the Registration Statement as Parent's prospectus. The Registration Statement and the Joint Proxy Statement, and Target and its counsel will cooperate /Prospectus shall comply as to form in all material respects with and assist Buyer and its counsel in the preparation applicable provisions of the Proxy StatementSecurities Act and the Exchange Act and the rules and regulations thereunder. Target agrees Each of Parent and the Parent Subsidiary shall use all reasonable efforts to cooperate with Buyer and Buyer's counsel, financial advisor and accountants in requesting and obtaining appropriate opinions, consents and letters from its independent auditors in connection with have the Registration Statement and the Proxy Statement. Provided that Target has cooperated as described above, Buyer agrees to file, or cause to be filed, the Registration Statement and the Proxy Statement with declared effective by the SEC as promptly as reasonably practicable but in no event later than 60 days after filing with the date hereof. Buyer agrees SEC and to use all reasonable efforts to cause keep the Registration Statement effective as long as is necessary to be declared effective under consummate the Securities Act as promptly as reasonably practicable after Merger. Parent and the filing thereof. After the Registration Statement is declared effective under the Securities Act, Buyer and Target will each, at their own expense, promptly mail the Proxy Statement to their respective shareholders. (B) Each of Target and Buyer agrees Parent Subsidiary agree that none of the information supplied or to be supplied by it Parent or the Parent Subsidiary for inclusion or incorporation by reference in the Registration Statement shall, at and/or the time the Registration Statement Joint Proxy Statement/Prospectus and each amendment or supplement thereto, if anyat the time of mailing thereof and at the time of the Company Special Meeting (as defined below) or the Parent Special Meeting (as defined below), becomes effective under the Securities Act, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, . The Company agrees that none of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus and the Proxy Statement and any each amendment or supplement thereto shall notthereto, at the date time of mailing to shareholders of Target and Buyer thereof and at the time of their respective shareholders' meetingsthe Company Special Meeting or the Parent Special Meeting, will contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. Each For purposes of Target the foregoing, it is understood and Buyer further agrees agreed that if information concerning or related to Parent and the Parent Special Meeting will be deemed to have been supplied by Parent and information concerning or related to the Company and the Company Special Meeting shall be deemed to have been supplied by the Company. Parent will provide the Company with a reasonable opportunity to review and comment on the Joint Proxy Statement/Prospectus and any amendment or supplement thereto prior to filing such party with the SEC, will provide the Company with a copy of all such filings made with the SEC and will notify the Company as promptly as practicable after the receipt of any comments from the SEC or its staff or from any state securities administrators and of any request by the SEC or its staff or by any state securities administrators for amendments or supplements to the Registration Statement or any Blue Sky Filings or for additional information, and will supply the Company and its legal counsel with copies of all correspondence between Parent or any of its representatives, on the one hand, and the SEC, its staff or any state securities administrators, on the other hand, with respect to the Registration Statement. No change, amendment or supplement to the information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus shall become aware be made without the approval of the Company, which approval shall not be unreasonably withheld or delayed. If, at any time prior to the Effective Time Time, any event relating to the Company or Parent or any of their respective Affiliates, officers or directors is discovered by the Company or Parent, as the case may be, that is required by the Securities Act, the Securities Exchange Act, or the rules or regulations thereunder, to be set forth in an amendment to the Registration Statement or a supplement to the Joint Proxy Statement/Prospectus, the Company or Parent, as the case may be, will as promptly as practicable inform the other, and such amendment or supplement will be promptly filed with the SEC and disseminated to the stockholders of the Company and Parent, to the extent required by applicable securities laws. All documents which the Company or Parent files or is responsible for filing with the SEC and any other regulatory agency in connection with the Merger (including, without limitation, the Registration Statement and the Joint Proxy Statement/Prospectus) will comply as to form and content in all material respects with the provisions of applicable law. Notwithstanding the foregoing, the Company, on the one hand, and Parent and the Parent Subsidiary, on the other hand, make no representations or warranties with respect to any information furnished that has been supplied in writing by such party that would cause any of the statements other, or the other's auditors, attorneys or financial advisors, specifically for use in the Registration Statement or the Joint Proxy Statement Statement/Prospectus, or in any other documents to be false filed with the SEC or misleading any other regulatory agency expressly for use in connection with respect the transactions contemplated hereby. (ii) DELAWARE GENERAL CORPORATION LAW. The Company will take all action, to any material factthe extent necessary in accordance with applicable law, or its certificate of incorporation and by-laws to omit convene a special meeting of its stockholders (the "COMPANY SPECIAL MEETING"), as soon as reasonably practicable in order that the stockholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Delaware General Corporation Law. Parent will take all action, to state any material fact the extent necessary in accordance with applicable law, its certificate of incorporation and by-laws to make convene a special meeting of its stockholders (the statements therein not false or misleading"PARENT SPECIAL MEETING"), it as soon as reasonably practicable in order that the stockholders may consider and vote upon the issuance of Parent Shares in connection with the Merger as provided in the Agreement as required by the rules of Nasdaq and, if necessary, an amendment to the certificate of incorporation of Parent to increase the number of authorized Parent Shares. The Company and Parent shall promptly inform mail the other party thereof and to take the necessary steps to correct the Registration Statement or the Joint Proxy Statement/Prospectus to their respective stockholders simultaneously and as soon as reasonably practicable. Subject to ss.5(h)(iv) and ss.5(i)(iv) below, the Joint Proxy Statement/Prospectus shall contain the affirmative unanimous recommendations of the Company Board in favor of the adoption of this Agreement and the approval of the Merger and of the Parent Board in favor of issuance of Parent Shares in connection with the Merger as provided in the Agreement as required by the rules of Nasdaq and, if necessary, increase the number of authorized Purchaser Shares in accordance with the Delaware General Corporation Law. (iii) HART-SCOTT-RODINO ACT. As ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ after the date hereof, each of the Parties will file any Notification and Report Forms and related material that it may be required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the Hart-Scott-Rodino Act, will ▇▇▇ ▇▇l reasonable efforts to obtain (and the Company will cause each of its Subsidiaries to use all reasonable efforts to obtain) an early termination of the applicable waiting period, and will make any further filings pursuant thereto that may be necessary.