Extract to table

dollars ($800,000,000) (the "Aggregate Consideration"), to be structured as a reverse triangular merger under the Delaware General Corporation Law, pursuant to which a newly formed, wholly owned Delaware subsidiary of Halcyon (the "Merger Subsidiary") shall merge with and into Vectris, with Vectris surviving the merger as a wholly owned subsidiary of Halcyon (the "Transaction")

The Vorstand is authorized to negotiate interest rate, maturity, amortization, covenant, security, and other terms of such financing within the parameters discussed with the Supervisory Board, provided that (i) the aggregate principal amount of the committed facility shall not exceed $500,000,000, (ii) the maturity shall not be less than three (3) years, and (iii) the all-in interest rate shall not exceed SOFR plus 275 basis points; (e) Engagement of Advisors

If, in the course of such regulatory proceedings, it becomes necessary or advisable to negotiate, offer, or agree to remedies, commitments, undertakings, or conditions (including behavioral remedies, hold-separate orders, or timing agreements) in order to obtain the required regulatory clearances, the Vorstand is authorized to conduct such negotiations and to propose such remedies, provided, however, that any material divestiture of business assets, product lines, or subsidiaries, or any material structural remedy or commitment that would, in the reasonable judgment of the Vorstand, materially affect the strategic or financial rationale of the Transaction, shall require the prior approval of the Supervisory Board before such divestiture, remedy, or commitment may be agreed to or consented to on behalf of the Company

For purposes of this Resolution 3, a "material divestiture or structural remedy" shall mean any divestiture, disposition, license, or other transfer of assets or operations having annual revenues in excess of fifty million U

Resolution 4: Financial Parameters and Limitations BE IT FURTHER RESOLVED, that the following financial parameters and limitations shall apply to the Transaction: (a) Consideration Cap

The aggregate equity consideration for the Transaction shall not exceed eight hundred million U