Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. Subject to applicable law, each of IHK and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approval.

Stockholders Meetings. Subject (a) If the Company Stockholder Approval (as hereinafter defined) is required by law, the Company will, at Parent's request, subject to the fiduciary duties of the Board of Directors of the Company under applicable law, each as soon as practicable following the expiration of IHK and the Company, acting through its respective Board of Directors, shall, in accordance with applicable lawOffer, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meetings" or the "Stockholders' MeetingsStockholders Meeting") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger Transactions (the "Company Stockholder Approval") or (in the case ). The Company will, through its Board of IHK) the issuance of the shares of IHK Common Stock Directors, recommend to the its stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval be given. Notwithstanding the foregoing, (1) if Merger Sub or IHK Stockholder Approvalany other Subsidiary of Parent shall acquire at least a majority of the outstanding Shares, as the case may be. The Company parties shall, at the request of Parent, take all necessary and IHK agree to use commercially reasonable efforts appropriate action to cause the Special Meetings Merger to occur within 30 days be approved by a written consent of stockholders pursuant to Section 228 of the DGCL, the Company Charter and the Company Bylaws (the "Written Consent") and for the Merger to become effective as soon as practicable as permitted by applicable law after purchase of such Shares in the Registration Statement Offer without a Stockholders Meeting in accordance with Sections 228 and 251 of the DGCL, and (as defined below in Section 3.212) is effective under the Securities Act. IHK and if Merger Sub agree thator any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall, at the Company Stockholders' Meetingrequest of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the shares Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company Common Stock acquired agrees that its obligations pursuant to the Offer first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or otherwise communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by IHK or Merger Sub will be voted in favor the Board of Directors of the Company Stockholder Approvalof its approval or recommendation of the Offer, this Agreement or the Merger.

Stockholders Meetings. Subject to applicable law, each of IHK and the Company(a) The Seller, acting through its respective Board of Directors, shall, in accordance with subject to and according to applicable lawlaw and its Certificate of Incorporation and Bylaws, promptly and duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable to ensure obtaining requisite stockholder approval following the date on which the Registration Statement becomes effective the Seller Meeting for the purpose (in the case of the Company) of approving voting to approve and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in adopt this Agreement and approving the Merger (the "Company Stockholder ApprovalSeller Voting Proposal") or (in the case ). The Board of IHK) the issuance Directors of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), andSeller shall, subject to the fiduciary duties of the respective Boards Board of Directors of Seller under applicable law as determined advised in a written opinion by such directors in good faith after consultation with and based upon the advice of outside counsel, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (as defined ii) take all reasonable and lawful action to solicit and obtain such approval; provided, however, that in Section 6.02the context of an Acquisition Proposal the Board of Directors of Seller may withdraw such recommendation (and be relieved of its duty to solicit approval of Seller's shareholders) if (but only if) (i) the Board of each Directors of Seller has received a Superior Proposal and (ii) such Board of Directors upon advice of its outside legal counsel determines that it is required, in order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. The Seller stockholder vote required for the approval of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor Seller Voting Proposal shall be a majority of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the outstanding shares of Company Seller Common Stock acquired pursuant to stock on the Offer or otherwise by IHK or Merger Sub will be voted in favor of record date for the Company Stockholder ApprovalSeller Meeting.

Stockholders Meetings. Subject to applicable law, The Company and Acquirer each shall call a meeting of IHK its respective stockholders (the "COMPANY STOCKHOLDER MEETING" and the Company"ACQUIRER STOCKHOLDER MEETING," respectively, acting through its respective Board of Directorsand together, shall, the "STOCKHOLDERS MEETINGS") to be held as promptly as practicable in accordance with applicable law, duly call, give notice of, convene law and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") each company's certificate of its respective stockholders as soon as practicable incorporation and by-laws for the purpose of voting upon (i) in the case of the Company) , the adoption and approval of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger transactions contemplated hereby (the "Company Stockholder ApprovalCOMPANY STOCKHOLDER APPROVAL"), and (ii) or (in the case of IHK) Acquirer, the issuance of items contemplated by the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Acquirer Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to . Except as otherwise required by the fiduciary duties of the respective Boards its Board of Directors under applicable law (as determined by such directors in good faith after consultation with and based upon by such Board following the receipt of advice of its outside counsel, include legal counsel to such effect) and in the Proxy Statement (as defined in Section 6.02) of each of the Company accordance with Sections 5.2 and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approval6.2, as the case may be. The , of this Agreement, (i)(A) the Company will, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the Merger and (B) Acquirer will, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquirer Common Stock in the Merger and the approval of the amendments to Acquirer's certificate of incorporation to increase the authorized number of shares of Acquirer Common Stock to 175,000,000 shares and (ii) each of the Company and IHK agree to Acquirer will use all commercially reasonable efforts to cause obtain the Special foregoing approval of their respective stockholders. Acquirer and the Company shall coordinate and cooperate with respect to the timing of the Stockholders Meetings and shall each use all commercially reasonable efforts to occur within 30 days hold Stockholders Meetings on the same day as soon as practicable after the Registration Statement (as defined below in Section 3.21) is effective under date on which the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder ApprovalForm S-4 becomes effective.

Stockholders Meetings. Subject to applicable law, each of IHK and the Company(a) The Seller, acting through its respective Board of Directors, shall, in accordance with subject to and according to applicable lawlaw and its Certificate of Incorporation and Bylaws, promptly and duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable to ensure obtaining requisite stockholder approval following the date on which the Registration Statement becomes effective the Seller Meeting for the purpose (in the case of the Company) of approving voting to approve and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in adopt this Agreement and approving the Merger (the "Company Stockholder ApprovalSeller Voting Proposal") or (in the case ). The Board of IHK) the issuance Directors of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), andSeller shall, subject to the fiduciary duties of the respective Boards Board of Directors of Seller under applicable law as determined advised by such directors in good faith after consultation with and based upon the advice of outside counsel, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (as defined ii) take all reasonable and lawful action to solicit and obtain such approval; provided, however, that in Section 6.02the context of an Acquisition Proposal the Board of Directors of Seller may withdraw such recommendation (and be relieved of its duty to solicit approval of Seller's shareholders but not be relieved of its obligations to call and hold the Seller Shareholder Meeting for the purposes of voting to approve and adopt the Seller Voting Proposal) if (but only if) (i) the Board of each Directors of Seller has received a Superior Proposal and (ii) such Board of Directors upon advice of its outside legal counsel determines that it is required, in order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. The Seller stockholder vote required for the approval of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor Seller Voting Proposal shall be a majority of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the outstanding shares of Company Seller Common Stock acquired pursuant to stock on the Offer or otherwise by IHK or Merger Sub will be voted in favor of record date for the Company Stockholder ApprovalSeller Meeting.

Stockholders Meetings. Subject to applicable law, each of IHK the Company and the CompanyParent, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene law and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the their respective Boards Board of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (a) jointly prepare a joint proxy statement/prospectus (the "Proxy Statement/Prospectus") for use in connection with obtaining the requisite stockholder approvals and the issuance of the Parent Securities pursuant to the Merger; (b) duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving as required by New York Law, the Merger, this Agreement and the transactions contemplated hereby (the "Company Shareholder Approval") or (in the case of Parent) of approving as required by the Nevada Business Corporation Law the Merger, this Agreement (including the transactions contemplated hereby), the Certificate of Amendment to the Certificate of Incorporation and the authorization and issuance of Parent Company Stock in connection with the Merger (the "Parent Stockholder Approval" and together with the Company Shareholder Approval, the "Stockholder Approvals"); and (c) include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK Statement/Prospectus for use in connection with the Special Meetings, Meeting of each of the Company and Parent the recommendation of their Boards respective Board of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK the Parent Stockholder Approval, as the case may be. The Company and IHK agree to Parent will use commercially reasonable efforts to cause the Special Meetings Meeting to occur within 30 days as soon as practicable after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approvaldate hereof.

Stockholders Meetings. Subject to applicable law, each of IHK Surge and the CompanySeller, acting through its their respective Board Boards of Directors, shall, in accordance with applicable law, duly call, give notice of, convene law and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (a) jointly prepare a joint Proxy Statement/Prospectus for use in connection with obtaining the requisite stockholder approvals and the issuance of the Surge Securities pursuant to the Acquisition; (b) duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of its respective stockholders as soon as practicable for the purpose (in the case of Seller), of approving as required by Nevada Business Corporation Law, the Acquisition, this Agreement and the transactions contemplated hereby (the "Seller Shareholder Approval") or in the case of Surge, of approving as required by the New York Law the Acquisition, this Agreement (including the transactions contemplated hereby), the Certificate of Amendment to the Certificate of Incorporation and the authorization and issuance of Class B Common Stock in connection with the Acquisition (the "Surge Stockholder Approval" and together with Seller Shareholder Approval, the "Stockholder Approvals"); and (c) include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK Statement/Prospectus for use in connection with the Special Meetings, Meeting of each of Surge and the Seller the recommendation of their respective Boards of Directors that stockholders vote in favor of the Company Surge Stockholder Approval or IHK the Seller Stockholder Approval, as the case may be. The Company Surge and IHK agree to the Seller will use commercially reasonable efforts to cause the Special Meetings to occur within 30 days as soon as practicable after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approvaldate hereof.

Stockholders Meetings. Subject to applicable law, The Company and Acquirer each shall call a meeting of IHK its respective stockholders (the "Company Stockholder Meeting" and the Company"Acquirer Stockholder Meeting," respectively, acting through its respective Board of Directorsand together, shall, the "Stockholders Meetings") to be held as promptly as practicable in accordance with applicable law, duly call, give notice of, convene law and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") each company's certificate of its respective stockholders as soon as practicable incorporation and by-laws for the purpose of voting upon (i) in the case of the Company) , the adoption and approval of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger transactions contemplated hereby (the "Company Stockholder Approval"), and (ii) or (in the case of IHK) Acquirer, the issuance of items contemplated by the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Acquirer Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to . Except as otherwise required by the fiduciary duties of the respective Boards its Board of Directors under applicable law (as determined by such directors in good faith after consultation with and based upon by such Board following the receipt of advice of its outside counsel, include legal counsel to such effect) and in the Proxy Statement (as defined in Section 6.02) of each of the Company accordance with Sections 5.2 and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approval6.2, as the case may be. The , of this Agreement, (i)(A) the Company will, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the Merger and (B) Acquirer will, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquirer Common Stock in the Merger and the approval of the amendments to Acquirer's certificate of incorporation to increase the authorized number of shares of Acquirer Common Stock to 175,000,000 shares and (ii) each of the Company and IHK agree to Acquirer will use all commercially reasonable efforts to cause obtain the Special foregoing approval of their respective stockholders. Acquirer and the Company shall coordinate and cooperate with respect to the timing of the Stockholders Meetings and shall each use all commercially reasonable efforts to occur within 30 days hold Stockholders Meetings on the same day as soon as practicable after the Registration Statement (as defined below in Section 3.21) is effective under date on which the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder ApprovalForm S-4 becomes effective.

Stockholders Meetings. Subject to applicable law, each of IHK Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, law and subject to the fiduciary duties of their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (i) duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or the "Stockholders' Stockholders Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHKParent) for the purpose of approving the issuance of the shares of IHK Parent Common Stock to the stockholders of the Company in connection with the Merger (the "IHK Parent Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, (ii) include in the Proxy Statement (as defined in Section 6.025.07) of each of the Company and IHK Parent for use in connection with the -4- 9 Special MeetingsMeeting of each of the Company and Parent, the recommendation of their Boards respective Board of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK the Parent Stockholder Approval, as the case may be. The Parent, Sub and the Company and IHK agree to will use commercially reasonable efforts to cause the Special Meetings to occur within 30 forty-five (45) days after Parent and the Registration Statement Company have obtained from the Securities and Exchange Commission (as defined below in Section 3.21"SEC") is an order declaring effective a registration statement on Form S-4 registering under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Parent Common Stock acquired pursuant to be issued in the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder ApprovalMerger.

Stockholders Meetings. Subject to applicable law, each of IHK the Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or the "Stockholders' Stockholders Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHKthe Parent) the issuance of the shares of IHK Parent Common Stock to the stockholders of the Company in the Merger (the "IHK Parent Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.025.07) of each of the Company and IHK the Parent for use in connection with the Special MeetingsMeeting of each of the Company and the Parent, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK the Parent Stockholder Approval, as the case may be. The Parent, the Sub and the Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 forty-five (45) days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK Parent and Merger Sub agree that, at the Company Stockholders' Meeting, have responded to all of the shares of Company Common Stock acquired pursuant SEC comments with respect to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approvalpreliminary Proxy Statement.

Stockholders Meetings. Subject to applicable law, each of IHK the Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or the "Stockholders' Stockholders Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHKthe Parent) the issuance of the shares of IHK Parent Common Stock to the stockholders of the Company in the Merger (the "IHK Parent Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.025.07) of each of the Company and IHK the Parent for use in connection with the Special MeetingsMeeting of each of the Company and the Parent, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK the Parent Stockholder Approval, as the case may be. The Parent, the Sub and the Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 forty-five (45) days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK Parent and Merger Sub agree that, at the Company Stockholders' Meeting, have responded to all of the shares of Company Common Stock acquired pursuant SEC comments with respect to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approval.preliminary Proxy Statement. Section 2.10