Common use of Company Stockholder Approval Clause in Contracts

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCL.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date(a) Company shall take, in accordance with applicable law and the Company shall (i) seek the Certificate and Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able Bylaws, all action necessary to obtain the Written Consent, the Company shall call and hold convene a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval its stockholders (the “Company Stockholders Meeting”) to be held as soon as reasonably practicable after the SEC Approval Date, provided that F-4 is declared effective for the purpose of obtaining the Requisite Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In Vote required in connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the TransactionsMerger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to adopt a merger agreement. The Board of Directors of Company shall use its reasonable best efforts to obtain from the stockholders of Company the Requisite Company Vote, including the Merger by communicating to its stockholders its recommendation (the “Company Board Recommendation”) and shall include the Company Board Recommendation including such recommendation in the Consent Solicitation Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from stockholders relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that, because of the receipt by Company Board’s compliance with of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal, it would violate its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consentlaw to continue to recommend this Agreement, then promptly following the receipt of the Written Consentin submitting this Agreement to its stockholders, the Board of Directors of Company will prepare and deliver may submit this Agreement to its stockholders who have without recommendation (although the resolutions approving this Agreement as of the date hereof may not consented be rescinded or amended), in which event the notice Board of Directors of Company may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Section 228(elaw; provided that the Board of Directors of Company may not take any actions under this sentence unless (i) it gives Parent at least four (4) business days’ prior written notice of its intention to take such action and a reasonable description of the DGCLevent or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Company in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of Company takes into account any amendment or modification to this Agreement proposed in writing by Parent and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date(a) Company shall take, in accordance with applicable law and the Company shall (i) seek the Certificate and Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able Bylaws, all action necessary to obtain the Written Consent, the Company shall call and hold convene a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval its stockholder (the “Company Stockholders Meeting”) to be held as soon as reasonably practicable after the SEC Approval Date, provided that F-4 is declared effective for the purpose of obtaining the Requisite Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In Vote required in connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the TransactionsMerger, and, if so desired and mutually agreed, upon other matters of the type customarily brought before an annual or special meeting of stockholders to adopt a merger agreement. The Board of Directors of Company shall use its reasonable best efforts to obtain from the stockholders of Company the Requisite Company Vote, including the Merger by communicating to its stockholders its recommendation (the “Company Board Recommendation”) and shall include the Company Board Recommendation including such recommendation in the Consent Solicitation Proxy Statement) that they adopt and approve this Agreement and the transactions contemplated hereby. Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the solicitation of proxies from stockholders relating to the Requisite Company Vote. However, subject to Sections 8.1 and 8.2, if the Board of Directors of Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that, because of the receipt by Company Board’s compliance with of an Acquisition Proposal that the Board of Directors of Company concludes in good faith constitutes a Superior Proposal, it would violate its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consentlaw to continue to recommend this Agreement, then promptly following the receipt of the Written Consentin submitting this Agreement to its stockholders, the Board of Directors of Company will prepare and deliver may submit this Agreement to its stockholders who have without recommendation (although the resolutions approving this Agreement as of the date hereof may not consented be rescinded or amended), in which event the notice Board of Directors of Company may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by Section 228(elaw; provided that the Board of Directors of Company may not take any actions under this sentence unless (i) it gives Parent at least four (4) business days’ prior written notice of its intention to take such action and a reasonable description of the DGCLevent or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board of Directors of Company in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ii) at the end of such notice period, the Board of Directors of Company takes into account any amendment or modification to this Agreement proposed by Parent and after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisors, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3.

Company Stockholder Approval. (a) As promptly as reasonably practicable after following the SEC Approval Datedate of this Agreement, the Company shall (i) seek prepare and mail to the Company Stockholder Approval via written Stockholders a new proxy statement or a consent (solicitation seeking the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date approval of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt of this Agreement and the Contemplated Transactions, as amended in accordance herewith, and containing such Publicly Available Information relating to Parent, Merger Sub, the Company, this Agreement, the Merger and the other Contemplated Transactions (including the Merger background thereof) as determined to be necessary or appropriate by the Company (such proxy statement or consent solicitation statement, as may be amended or supplemented, the “Proxy Statement”). Subject to Parent’s reasonable cooperation and timely provision of information as required pursuant to this Section 6.6, the Company will prepare and, on or prior to June 26, 2020 or such reasonable later date as shall be reasonably requested in writing by the Company and consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), mail the Proxy Statement to the Stockholders (the actual date on which the Proxy Statement is mailed to the Stockholders, the “Proxy Completion Date”). Parent shall consider in good faith any requests from the Company for extensions of the deadline for mailing of the Proxy Statement. Parent shall reasonably cooperate with the Company and shall timely make available to the Company such Publicly Available Information concerning Parent and other information necessary or appropriate to prepare the Proxy Statement (including information relating to the process engaged in by Parent in connection with the Contemplated Transactions for use in the description of the background and reasons for the Contemplated Transactions sections of the Proxy Statement) as may be reasonably requested by the Company in connection with the preparation and distribution of the Proxy Statement. Subject to Section 6.7, the Proxy Statement shall include the recommendation of the Company Board (the “Company Board Recommendation”) that the Stockholders adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement with respect to the Merger (such adoption, in accordance with the Company’s Organizational Documents and applicable Law, by the affirmative vote at a meeting or by written consent of the Company’s stockholders representing a majority of the shares of Common Stock outstanding at the applicable record date, the “Company Stockholder Approval”). The Proxy Statement shall include notify the stockholders of the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, availability of appraisal rights in connection with the Company will prepare and deliver to its stockholders who have not consented the notice required transactions contemplated by this Agreement in accordance with Section 228(e) 262 of the DGCL.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the (a) The Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able take all action necessary under all applicable Laws to obtain the Written Consentcall, the Company shall call give notice of, and hold a meeting of the holders of Company Common Stock to vote on proposals to approve the issuance and Company Preferred Stock for sale of the purpose Purchased Securities and any other of voting solely upon the Contemplated Transactions that require Stockholder approval under applicable Laws or the Company’s certificate of incorporation or bylaws at the Company Stockholder Approval Stockholders Meeting (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date), provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled submit such proposals to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use holders at the Company Stockholders Meeting, as applicable, from and shall not submit any other proposal to such holders in connection with the Company Stockholders Meeting (other than proposals to give amend the Company Stockholder ApprovalCompany’s certificate of incorporation or bylaws, a proposal relating to executive compensation as may be required by Rule 14a-21(c) under the Exchange Act, or other proposals required by applicable Law or the NYSE, each to the extent necessary to complete the Contemplated Transactions, and a proposal with respect to an increase in authorized capital stock and/or a reverse stock split) without the prior written consent of the Purchaser. The CompanyCompany (in consultation with the Purchaser) shall set a single record date for persons entitled to notice of, acting through the Company Boardand to vote at, shall recommend that the Company Stockholders Meeting and may change such record date (whether in connection with the Company Stockholders Meeting or any adjournment or postponement thereof) after prior consultation with the Purchaser. The Company shall use commercially reasonable efforts to hold the Stockholders Meeting within sixty (60) days of the Effective Date and on a date selected by the Company in consultation with the Purchaser. Subject to Section 6.6, the Proxy Statement shall include the recommendation of the Board of Directors that the Stockholders vote to approve the Contemplated Transactions including, but not limited to, the issuance and adopt this Agreement sale of the Purchased Securities, and any other of the Transactions, including Contemplated Transactions that require Stockholder approval under applicable Laws or the Merger Company’s certificate of incorporation or bylaws at the Company Stockholders Meeting (the recommendation of the Board of Directors being referred to as the “Company Board Recommendation”) and ). The Company shall include ensure that all proxies solicited in connection with the Company Board Recommendation Stockholders Meeting are solicited in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under all applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLLaws.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the The Company shall (i) seek solicit the Company Stockholder Approval via a written consent of the Company’s stockholders approving: (a) the plan of merger set forth in this Agreement; and (b) the adoption and/or approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement, the Registration Statement or correspondence related thereto (clauses (a) and (b), collectively, the “Company Stockholder Matters”) in accordance with applicable Law and in the form attached to the Company Voting and Support Agreement as Exhibit A thereto (the “Written Consent”) and (ii) in the event the ). The Company determines it is not able will use its reasonable best efforts to take all actions necessary to obtain the Written Consent, Consent and the board of directors of the Company shall call and hold a meeting of will not change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation that the equity holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (approve the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date plan of the BRPA Special Meetingmerger set forth in this Agreement. In connection therewith, the The Company shall (i) use reasonable its best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to its stockholders as promptly as possible (and commencing no later than five Business Days) following the date the Registration Statement is declared effective under the Securities Act and (ii) deliver to Buyer executed copies of the Written Consent collectively representing the Company Stockholders Stockholder Approval as soon as is reasonably practicable after the date that the Consent Solicitation Statement is required to be disseminated by the Company to its stockholders pursuant to this Section 7.05. In connection therewith, the Company will (x) establish the record date for determining the Company stockholders entitled to provide such Written Consent, (y) cause the Consent Solicitation Statement and Written Consent to be disseminated to the Company’s stockholders in compliance with applicable Legal Requirements Law, and (Cz) solicit written consents or votes or proxies for use at execution of the Company Stockholders Meeting, as applicable, Written Consent from the Company’s stockholders. The Company Stockholders to give will provide Buyer with all executed copies of the Written Consent it receives within one Business Day of receipt. Promptly following the receipt of executed copies of the Written Consent collectively representing the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its the Company’s stockholders who have not consented executed the Written Consent the notice required by Section 228(e) under NRS 92A.430, which will include a description of the DGCL.appraisal rights of the Company’s stockholders available under the NRS, along with such other information as is required pursuant to applicable Law. 57

Company Stockholder Approval. As The Company shall, as promptly as practicable after effectiveness of the SEC Registration Statement, give notice in accordance with the DGCL and the Company’s Charter Documents to all of its stockholders calling for a special meeting of such stockholders to consider and vote upon this Agreement and the Transaction Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company shall timely send copies of the prospectus included in the Registration Statement and all other relevant information and documentation to its stockholders in connection with the Company Stockholder Meeting. The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the DGCL and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Stockholder Approval Dateat the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall (i) seek be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of a majority of the issued and outstanding shares of Company Common Stock that is executed and delivered by such holders after the date on which the Registration Statement is declared effective by the SEC and the prospectus included in the Registration Statement is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Stockholder Approval via pursuant to such written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able consent, consents with respect to obtain the Written Consentthis Agreement, the Company shall call Transaction Merger and hold a meeting the other transactions contemplated hereby will be solicited from all holders of holders shares of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLStock.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the DGCL and the Company’s Charter Documents to all the Company Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (i) seek “Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the Securities Act, the DGCL and the Company’s Charter Documents and use commercially reasonable best efforts to secure the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event at the Company determines it is not able to obtain Stockholder Meeting. Notwithstanding the Written Consentforegoing, at the election and option of the Company, the Company shall call and hold be permitted to obtain the Company Stockholder Approval, without a meeting need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon representing the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable that is executed and delivered by such holders after the SEC Approval Date; provided, provided that, in the event that the Company Stockholders Meeting will occur no later than elects to obtain the date of the BRPA Special Meeting. In connection therewithCompany Stockholder Approval pursuant to such written consent, consents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of shares of Company Common Stock. The Company shall use its commercially reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company(i) to vote (in person, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by proxy or by action by written consent, then promptly following as applicable) all of their Company Stock in favor of, and adopt, the receipt Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Written Consent, Company to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the Merger as shall reasonably be requested by the Company will prepare and deliver to its stockholders who have not consented in connection with the notice required by Section 228(e) of the DGCLMerger.

Company Stockholder Approval. As promptly as practicable (a) Promptly after the SEC Approval DateRegistration Statement has been declared effective under the Securities Act and the prospectus related thereto has been filed and distributed, and in any event no later than two Business Days thereafter, the Company shall prepare, with the cooperation of Parent, and cause to be mailed to its stockholders an information statement (the “Information Statement”), which shall include (i) seek absent a Company Board Adverse Recommendation Change made in accordance with Section 7.2(e), the Company Board Recommendation, (ii) a copy of the Proxy Statement and (iii) the Company Stockholder Written Consent, in order to solicit the Company Stockholder Approval via written consent in lieu of a meeting pursuant to Section 228 of the DGCL, for purposes of (A) adopting and approving this Agreement and the “Written Consent”Transactions, (B) acknowledging that the approval given thereby is irrevocable and that such stockholder is aware of its rights to demand appraisal for its shares pursuant to Section 262 of the DGCL, a copy of which will be attached thereto, and that such stockholder has received and read a copy of Section 262 of the DGCL and (iiC) in acknowledging that by its approval of the event the Company determines Mergers it is not able entitled to obtain appraisal rights with respect to its shares in connection with the Mergers and thereby waives any rights to receive payment of the fair value of its capital stock under the DGCL. The Company shall use its reasonable best efforts to cause the Company’s stockholders sufficient for the Company Stockholder Approval to execute and deliver to the Company the Company Stockholder Written Consent promptly following delivery thereof and in any event within three Business Days after the delivery thereof. Promptly following receipt of the duly executed Company Stockholder Written Consent, the Company shall call and hold deliver a meeting copy of holders of the duly executed Company Common Stock and Company Preferred Stock for the purpose of voting solely upon Stockholder Written Consent to Parent. Under no circumstances shall the Company Stockholder Approval (assert that any other approval or consent is necessary by its stockholders to approve this Agreement or the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special MeetingTransactions. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date Parent and its legal counsel shall be mutually agreed with BRPA) for determining given reasonable opportunity to review and comment on the Company Stockholders entitled Information Statement, including all amendments and supplements thereto, prior to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated distribution to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents stockholders. No distribution of the Information Statement or votes any amendment or proxies for use at supplement to the Information Statement will be made by the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company BoardCompany’s compliance with its fiduciary duties under applicable law. If stockholders, without the Company Stockholder Approval is obtained by written consentprior consent of Parent, then promptly following the receipt of the Written Consentwhich shall not be unreasonably withheld, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLconditioned or delayed.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Registration Statement Effectiveness Date, give notice in accordance with the DGCL and the certificate of incorporation and bylaws of the Company to all the Company Stockholders calling for a special meeting of such stockholders to consider and vote upon the adoption of this Agreement and the approval of the Acquisition Merger and the other Transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company and its board of directors shall cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the Securities Act, the DGCL and the certificate of incorporation and bylaws of the Company and use reasonable best efforts to secure the Company Stockholder Approval Dateat the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall (i) seek be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of voting capital stock of the Company representing the Company Stockholder Approval via written consent (that is executed and delivered by such holders after the “Written Consent”) and (ii) Registration Statement Effectiveness Date; provided, that, in the event that the Company determines it is not able elects to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (pursuant to such written consent, consents with respect to this Agreement, the “Company Stockholders Meeting”) as soon as reasonably practicable after Mergers and the SEC Approval Date, provided that other Transactions contemplated hereby will be solicited from all holders of shares of capital stock of the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meetingentitled to vote with respect to such matters. In connection therewith, the The Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company(i) to vote (in person, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by proxy or by action by written consent, then promptly following the receipt as applicable) all of their shares of capital stock of the Written ConsentCompany entitled to vote with respect to such matters in favor of, and adopt, the Mergers and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company will prepare to consummate the Acquisition Merger and (ii) to execute and deliver to its stockholders who have not consented the notice required by Section 228(e) all related documentation and take such other action in support of the DGCLAcquisition Merger as shall reasonably be requested by the Company in connection with the Acquisition Merger.

Company Stockholder Approval. As promptly The Company shall, as practicable after soon as reasonably practicable, and in any event prior to the SEC Approval Datedate which is three months from the date hereof, the Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock its stockholders to be held for the purpose of voting solely upon obtaining the Company Stockholder Approval requisite stockholder approval required in connection with this Agreement and the Merger (the “Company Stockholders Stockholder Meeting”) as soon as reasonably practicable after the SEC Approval Date), provided that and the Company Stockholders Meeting will shall use commercially reasonable efforts to cause such meeting to be held on or before the date which is four months from the date hereof, and such meeting shall in any event occur no later than the date which is seven months from the date hereof; provided, however, that the Company shall not be responsible for any delay or failure of the BRPA Special Meetingforegoing events to occur on or before the specified dates if the reason for such delay or failure is that, due to no fault on the part of the Company, the Company’s auditors or other Company advisors, either the Form F-4 to be prepared and filed with the SEC by Parent or, if necessary, the Proxy Statement to be Prepared by the Company remains under review, and subject to further comment, by the SEC and the SEC shall not have declared the Form F-4 effective or, if necessary, cleared the Proxy Statement, and in such event, the Company Stockholder Meeting shall occur no later than 30 days after the later of: (i) the date that the Form F-4 is declared effective and (ii) if necessary, the date that the Proxy Statement is cleared by the SEC, as applicable. In connection therewithSubject to Section 7.11(c), the Board of Directors of the Company (i) has resolved to and shall recommend to the Company’s stockholders that such stockholders vote in favor of the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”) and the Company shall use commercially reasonable best efforts toto obtain such approval and adoption, as promptly as practicableand (ii) shall, (A) establish if a Takeover Proposal shall have been made to the record date (which record date holders of Company Common Stock or any Person shall be mutually agreed with BRPA) for determining have publicly announced an intention to make a Takeover Proposal, publicly reaffirm the Company Stockholders entitled to provide such Written Consent Recommendation by press release within 2 Business Days of any written request by Parent (or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give event that the Company Stockholder ApprovalMeeting is scheduled to occur within such 2-Business Day period, prior to the time or at such meeting). The CompanySubject to the provisions of this Agreement, acting through the Company Boardincluding Section 7.11(d), shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including Merger shall be submitted to the Merger (the “Company Board Recommendation”) and shall include stockholders of the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If at the Company Stockholder Approval is obtained Meeting for the purpose of approving the Agreement and the Merger and the other transactions contemplated by this Agreement. Without the prior written consentconsent of Parent, then promptly following no other business shall be conducted at the receipt Company Stockholder Meeting other than obtaining the requisite approval of the Written Consent, Company’s stockholders for the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLMerger.

Company Stockholder Approval. As promptly soon as reasonably practicable after following the SEC Approval Dateexecution and delivery of this Agreement by all parties hereto and following consultation with Parent, the Company shall (i) seek set a record date for the determination of Company Stockholders eligible to vote on the Company Stockholder Approval via written consent (the “Written Consent”) and Action, (ii) in distribute the event Information Statement to the Company determines it is not able Stockholders and (iii) take all other commercially reasonable action necessary in accordance with applicable Law and its Organizational Documents to obtain the Written Consent, the Company shall call and hold convene a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval Stockholders or to secure the written consent of the Company Stockholders to approve the Merger and this Agreement (the “Company Stockholders MeetingStockholder Action”) as soon as reasonably practicable following the date that is thirty (30) days after the SEC Approval DateJune 9, provided 2008 (or, such earlier date that is mutually acceptable to the Company Stockholders Meeting will occur no later than and Parent). Parent shall prepare the Information Statement, at its sole cost and expense, and deliver the Information Statement to the Company in a time and manner sufficient to allow the Company to satisfy its obligation hereunder; provided, however, the Company shall promptly provide Parent with all reasonable information requested by Parent that is necessary for the preparation of the Information Statement. The Company shall consult with Parent regarding the date of the BRPA Special MeetingCompany Stockholder Action and shall not postpone or adjourn (other than for the absence of a quorum) any meeting of the Company Stockholders without the consent of Parent, which consent shall not be unreasonably withheld. In connection therewith, the The Company shall use all commercially reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled required to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements solicit and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, obtain from the Company Stockholders proxies or written consents in favor of this Agreement and the Merger, and shall take all other actions necessary or advisable to give secure the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the vote or written consent of such Company Stockholders required to approve and adopt this Agreement and the TransactionsMerger and to effect the Merger. The Company agrees that its obligations pursuant to the first sentence of this Section 7.2 shall not be affected by the commencement, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statementpublic proposal, subject public disclosure or communication to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLany Acquisition Proposal.

Company Stockholder Approval. As promptly as practicable after Upon the SEC Approval Dateterms set forth in this Agreement, the Company shall shall: (i) seek use its reasonable best efforts to solicit and obtain the Company Stockholder Approval via in the form of an irrevocable written consent (the “Written Consent”) of each of the Requisite Company Stockholders (pursuant to the Company Holders Support Agreement) promptly (and in any event within five (5) Business Days) following the time at which the Registration Statement shall have been declared effective under the Securities Act and delivered or otherwise made available to stockholders; and (ii) in distribute the Proxy Statement/Registration Statement to the stockholders of the Company, accompanied by any such additional disclosure to the stockholders of the Company as the Company and its outside counsel determine is necessary or appropriate. In the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold duly convene a meeting of holders the stockholders of the Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (adoption of this Agreement, the “Company Stockholders Meeting”) other agreements contemplated hereby and the transactions contemplated hereby and thereby, including the Mergers, as soon as reasonably practicable after the SEC Approval Date, provided that Registration Statement is declared effective. If such meeting of the stockholders of the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewithis convened, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give obtain the Company Stockholder Approval. The Company, acting through Approval at such meeting of the stockholders of the Company Board, and shall recommend that take all other action necessary or advisable to secure the Company Stockholders approve and adopt this Agreement and Stockholder Approval as soon as reasonably practicable after the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable lawRegistration Statement is declared effective. If the Company Stockholder Approval is obtained by written consentthe Written Consent, then as promptly as reasonably practicable following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section Sections 228(e) (if applicable) and 262 of the DGCLDGCL or, to the extent applicable, Chapter 13 of the CCC; provided that, Acquiror shall be given a reasonable opportunity to review and comment on the contents of such notice before delivery to the applicable stockholders.

Company Stockholder Approval. As The Company shall, as promptly as practicable after the SEC Approval Date, give notice in accordance with the DGCL and the Company’s Charter Documents to all of its stockholders calling for a special meeting of such stockholders to consider and vote upon this Agreement and the Merger and the other transactions contemplated hereby, and shall hold such meeting as promptly as practicable after such notice is given (“Company Stockholder Meeting”). The Company shall timely send copies of the Proxy Statement/Prospectus and all other relevant information and documentation to its stockholders in connection with the Company Stockholder Meeting. The Company and its board of directors shall (i) seek cause the Company Stockholder Meeting to take place in accordance with the foregoing and in compliance with the DGCL and the Company’s Charter Documents and use commercially reasonable efforts to secure the Company Stockholder Approval via at the Company Stockholder Meeting. Notwithstanding the foregoing, at the election and option of the Company, the Company shall be permitted to obtain the Company Stockholder Approval, without a need for calling a Company Stockholder Meeting, by obtaining the written consent of holders of shares of Company Stock representing the Company Stockholder Approval that is executed and delivered by such holders after the SEC Approval Date and the Proxy Statement/Prospectus is delivered to such holders; provided, that, in the event that the Company elects to obtain the Company Stockholder Approval pursuant to such written consent, consents with respect to this Agreement, the Merger and the other transactions contemplated hereby will be solicited from all holders of shares of Company Stock. The Company shall use its reasonable best efforts to cause the Company Stockholders to (i) to vote (in person, by proxy or by action by written consent, as applicable) all of their Company Stock in favor of, and adopt, the “Written Consent”) Merger and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate the Merger and (ii) to execute and deliver all related documentation and take such other action in support of the event Merger as shall reasonably be requested by the Company determines it is not able to obtain in connection with the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by Section 228(e) of the DGCLMerger.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the (a) The Company shall (i) seek the Company Stockholder Approval via written consent (the “Written Consent”) and (ii) in the event the Company determines it is not able take all action necessary under all applicable Legal Requirements to obtain the Written Consentcall, the Company shall call give notice of, and hold a meeting of the holders of Company Common Stock to vote on proposals to approve the issuance and Company Preferred sale of the Purchased Shares, the Reverse Stock for Split, and any other of the purpose Contemplated Transactions that require Stockholder approval under applicable Legal Requirements or the Company’s certificate of voting solely upon incorporation or bylaws at the Company Stockholder Approval Stockholders Meeting (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date), provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled submit such proposals to provide such Written Consent or vote in such Company Stockholders Meeting, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and (C) solicit written consents or votes or proxies for use holders at the Company Stockholders Meeting, as applicable, from and shall not submit any other proposal to such holders in connection with the Company Stockholders Meeting (other than a proposal relating to give executive compensation as may be required by Rule 14a-21(c) under the Company Stockholder ApprovalExchange Act) without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). The CompanyCompany (in consultation with the Purchaser) shall set a single record date for persons entitled to notice of, acting through the Company Boardand to vote at, shall recommend that the Company Stockholders approve Meeting and adopt this Agreement shall not change such record date (whether in connection with the Company Stockholders Meeting or any adjournment or postponement thereof) without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). The Company Stockholders Meeting shall be held on a date selected by the Company in consultation with the Purchaser within one hundred twenty (120) days of the Effective Date; provided, however that the date may be extended if such extension is required in connection with the receipt of, and response to, SEC comments. Subject to Section 6.11(c), the Transactions, including the Merger (the “Company Board Recommendation”) and Proxy Statement shall include the Company recommendation of the Board Recommendation in of Directors that the Consent Solicitation StatementStockholders vote to approve the Contemplated Transactions including, subject to but not limited to, the issuance and sale of the Purchased Shares, the Reverse Stock Split, and any other of the Contemplated Transactions that require Stockholder approval under applicable Legal Requirements or the Company’s certificate of incorporation or bylaws at the Company Board’s compliance with its fiduciary duties under applicable law. If Stockholders Meeting (the Company Stockholder Approval is obtained by written consent, then promptly following the receipt recommendation of the Written Consent, the Company will prepare and deliver Board of Directors being referred to its stockholders who have not consented the notice required by Section 228(e) of the DGCL.as the