definiens: ) of ( A ) the Proxy Statement ( ( defined below ) and ( B ) such reports under the SecuritiesExchange Act of 1934, as amended ( the ), and state securities or laws as may be required inconnection with this Agreement and the transactions contemplated hereby, ( iii ) the filing of the certificate of merger withthe Delaware Secretary of State and appropriate documents with the relevant authorities of other states in which theCompany is qualified to do business, ( iv ) any filing as required under the rules and regulations of the NASDAQ stockmarket, ( v ) any other consents, approvals, authorizations, filings, or notices the failure of which to make or obtain, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, and ( vi ) as may be necessary as a result of any facts or circumstances relating solely to Parent, Purchaser, or any oftheir Affiliates