Common use of Company Stockholders Meeting Clause in Contracts

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company shall, in accordance with its Constituent Documents and Applicable Law (and regardless of whether there has occurred an Adverse Recommendation Change), promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable after following the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed date upon which the Proxy Statement to is cleared by the StockholdersSEC, as a meeting of the record date established for the stockholders’ meeting; provided, that stockholders of the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Company Stockholders’ Meeting”) for the purpose of voting upon seeking the approval Company Stockholder Approval and shall, unless an Adverse Recommendation Change shall have been made, (a) recommend adoption of this Agreement; provided, that Agreement and include in the Proxy Statement such recommendation and (b) use commercially reasonable efforts to solicit such adoption. The Company may postpone postpone, recess or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Company Stockholders’ Meeting proceeds (i) if the Company reasonably believes that it will be unable to business there are insufficient Shares represented (either in person or by proxy) to constitute obtain a quorum necessary to conduct business of its stockholders at the Company Stockholders’ Meeting, Meeting or it will not receive proxies sufficient to obtain the Company Stockholder Approval or (Cii) to allow reasonable up to ten (10) calendar days of additional time (commencing, if there has occurred any Adverse Recommendation Change, on the date of such Adverse Recommendation Change has been made (for the avoidance of doubt, after the expiration of any time periods contemplated in the definition thereof)) for the filing and mailing distribution of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approvalApplicable Law.

Company Stockholders Meeting. (a) The Company shall, as promptly soon as reasonably practicable after following the SEC confirms that it has no further comments on Agreement Date, take all action necessary in accordance with the Schedule 13E 3 Company Charter Documents, Applicable Law and the Proxy Statementrules of the Nasdaq Stock Market to duly give notice of, (i) mail convene and hold the Company Stockholders’ Meeting. Subject to Section 5.2, the Company will use commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement, and will take all other action necessary or cause advisable to be mailed secure the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Stockholdersadoption of this Agreement, or, if, as of the record date established time for the stockholders’ meeting; provided, that which the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of such meeting. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with the Company Charter Documents, Applicable Law and the rules of the Nasdaq Stock Market. Without the prior written consent of Acquiror, adoption of this Agreement (including adjournment of the Company Stockholders’ Meeting, or (C) if necessary, if a quorum is present, to allow reasonable time for solicit additional proxies if there are not sufficient votes in favor of adoption of this Agreement), is the filing and mailing of any supplemental or amended disclosure only matter which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure shall propose to be disseminated and reviewed acted on by the Company Stockholders prior to at the Company Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company shallCharter, the Company Bylaws and the rules of Nasdaq to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement; providedAgreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company’s Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement, and (ii) neither the Company’s Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Parent, the recommendation of the Company’s Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and the Merger. Unless such recommendation shall have been modified or withdrawn in accordance with Section 6.2(b), the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company that are required by the rules of Nasdaq or the GCL. Provided that the Company may postpone or adjourn the Stockholders’ Meeting, (A) has acted and continues to act in accordance with the consent first sentence of this Section 6.4, the Company may, after written notice to, and consultation with, Parent, adjourn or postpone the Company Stockholders Meeting (Bi) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders, or (ii) if at as of the time of which the Stockholders’ Company Stockholders Meeting proceeds to business is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company shallCharter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable practicable, and in any event within sixty (60) days after the SEC confirms that it has no further comments on declaration of effectiveness of the Schedule 13E 3 and the Proxy Registration Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement; providedAgreement and the Merger. Subject to Section 6.2(b), that to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company may postpone and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or adjourn any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Stockholders’ Meeting, (A) with Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, (B) may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if at as of the time for which the Stockholders’ Company Stockholders Meeting proceeds to business is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company shallCharter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable practicable, and in any event within forty-five (45) days after the SEC confirms that it has no further comments on declaration of effectiveness of the Schedule 13E 3 and the Proxy Registration Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement; providedAgreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company’s Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company’s Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Parent, the recommendation of the Company’s Board of Directors that the Company’s stockholders vote in favor of the adoption and approval of this Agreement and the Merger. Unless such recommendation shall have been modified or withdrawn in accordance with Section 6.2(b), the Company may postpone shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and shall take all other action necessary or adjourn advisable to secure the Stockholders’ Meeting, (A) with the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, (B) may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company’s stockholders or, if at as of the time for which the Stockholders’ Company Stockholders Meeting proceeds to business is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company shallshall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on a proposal to approve this Agreement (the "Company Stockholders' Meeting"). The Company Stockholders' Meeting shall be held as promptly soon as reasonably practicable after the SEC confirms that it has no further comments on Registration Statement is declared effective under the Schedule 13E 3 Securities Act and the Proxy Statement, (i) mail or cause to be mailed Statement is "cleared" by the Proxy Statement SEC for mailing in definitive form to the Stockholders, as holders of Company Common Stock. The Company shall use commercially reasonable efforts to take all actions necessary or advisable to solicit proxies in favor of the record date established for the stockholders’ meeting; provided, Merger and shall ensure that all proxies solicited in connection with the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that ' Meeting are solicited in compliance with all applicable Legal Requirements. Once the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ ' Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing has been called and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d)noticed, the Company shall not postpone or adjourn the Company Stockholders' Meeting (other than for the absence of a quorum) without the consent of Parent; provided, however, notwithstanding the foregoing, the Board of Directors of the Company shall be required permitted to convene postpone or hold adjourn the Company Stockholders’ ' Meeting if at any time prior to such meeting a Company Acquisition Proposal has been made, submitted or submit this Agreement announced (which is not in violation of Section 4.3) and the Board of Directors of the Company, after consultation with its outside legal counsel, concludes in good faith that the failure so to postpone or adjourn the Stockholders for approvalCompany Stockholder's Meeting would likely constitute a violation of the fiduciary duties of the Company's Board of Directors under applicable Legal Requirements.

Company Stockholders Meeting. (a) The Company shallshall establish a record date for, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 call, give notice of, convene and the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as hold a meeting of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the date hereof for the purpose of voting upon the approval adoption of this Agreement; provided, that Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company may postpone from postponing or adjourn adjourning the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Company Stockholders’ Meeting proceeds to business if there are insufficient Shares represented (either in person or by proxy) to constitute a quorum shares of the Company Common Stock necessary to conduct business at the Company Stockholders’ Meeting. The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, or (C) and shall use commercially reasonable efforts to allow reasonable time secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. Unless this Agreement is earlier terminated pursuant to Article VIII hereof, the Company shall establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting for the filing and mailing purpose of any supplemental voting upon the adoption of this Agreement in accordance with Delaware Law, whether or amended disclosure which not the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior at any time subsequent to the Stockholders’ Meetingdate hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, in the event that subsequent Company’s obligation to the establish a record date hereoffor, call, give notice of, convene and hold the Company Board makes a Change in the Company Recommendation Stockholders’ Meeting pursuant to this Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company 6.3 shall not be required to convene limited to, or hold otherwise affected by, the Stockholders’ Meeting commencement, disclosure, announcement or submit this Agreement submission to the Stockholders for approvalCompany of any Acquisition Proposal.

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 13E-3 and the Proxy Statement, (i) establish a record date for determining Stockholders entitled to vote at the stockholders’ meeting, and (ii) mail or cause to be mailed the Proxy Statement to the Stockholders, Stockholders (and concurrently furnish the Proxy Statement under Schedule 14A) as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval adoption of this Agreement, regardless of whether the Company Board determines at any time that this Agreement is no longer advisable or recommends that the Stockholders reject it, or whether any other Change in the Company Recommendation has occurred at any time; provided, however, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to has occurred in accordance with Section 6.04(e6.04(c), (i) and/or authorizes the Company may disclose the fact of such Change in the Company Recommendation in any solicitation made by the Company to terminate this Agreement pursuant to Section 8.03(cits stockholders and (ii) or 8.03(d), the Company shall not be required to convene or hold solicit proxies in favor of the adoption of this Agreement unless the Company Board thereafter reaffirms the Company Recommendation. Without the express written consent of Parent, adoption of this Agreement is the only matter (other than procedural matters, including a proposal to adjourn the meeting to solicit additional votes) that shall be proposed to be acted upon by the Stockholders at the Stockholders’ Meeting or submit this Agreement to the Stockholders for approvalMeeting.

Company Stockholders Meeting. (a) The If the adoption of this Agreement by the Company’s stockholders is required under applicable Law, either after the Acceptance Time or after the Offer Termination, the Company shall have the right, at any time after the latest of (i) the Initial Offer Expiration Time and (ii) three (3) Business Days after the Proxy Clearance Date, to (and Parent and Merger Sub shall have the right, at any time beginning three (3) Business Days after the Proxy Clearance Date, to request in writing that the Company, and upon receipt of such written request, the Company shall), as promptly as reasonably practicable, take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to establish a record date for, and as soon as practicable after the SEC confirms that it has no further comments on earlier of the Schedule 13E 3 Acceptance Time or the Offer Termination, call, duly give notice of, convene and hold a meeting of its stockholders for the Proxy Statementpurpose of obtaining the Company Stockholder Approval, (i) mail or cause to be mailed held as promptly as reasonably practicable following the mailing of the Proxy Statement to the Stockholders, holders of Shares as of the record date established for the stockholders’ meeting; providedCompany Stockholders Meeting. If the Offer Closing shall have occurred, the record date for determining eligibility to vote at the Company Stockholder Meeting shall be after the date on which Merger Sub shall have purchased and paid for, and been recognized by the Company as the record owner of, the Shares duly tendered in, and not validly withdrawn prior to the expiration of, the Offer. Except as otherwise expressly permitted by Section 6.4, if the Company Stockholder Approval is required by the NRS to consummate the Merger, the Company shall (i) through the Company Board, recommend, including through a recommendation in the Proxy Statement, that the stockholders of the Company shall not be required to mail vote in favor of the Proxy Statement on or before the Go-Shop Period End Dateapproval of this Agreement, and (ii) duly convene and cause to occur solicit from stockholders of the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose Company proxies in favor of voting upon the approval of this Agreement; provided. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), that the Company may (i) shall be required to adjourn or postpone or adjourn the Stockholders’ Meeting, Company Stockholders Meeting (A) with to the consent extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable amount of Parent, time in advance of the Company Stockholders Meeting or (B) if at if, as of the time for which the Stockholders’ Company Stockholders Meeting proceeds to business is scheduled, there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Stockholders’ MeetingCompany Stockholders Meeting if, or (C) to allow reasonable as of the time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined Stockholders Meeting is scheduled, there are insufficient Shares represented (either in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental person or amended disclosure by proxy) to be disseminated and reviewed obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than twenty (20) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); provided, further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Stockholders’ MeetingOutside Date. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereofforegoing, the Company Board makes may adjourn or postpone the Company Stockholders Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.4(d). Subject to the earlier occurrence of the Acceptance Time or the Offer Termination, unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Acquisition Proposal, or by any Company Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d)Recommendation. If requested by Parent, the Company shall not be required promptly provide to convene or hold the Stockholders’ Meeting or submit this Agreement Parent all voting tabulation reports relating to the Stockholders for approvalCompany Stockholder Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.

Company Stockholders Meeting. (a) The Company shall, shall duly notice and convene as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that hereof the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) ' Meeting for the purpose of voting upon the approval adoption of this Agreement, the Charter Amendments and the transactions contemplated hereby. The Company (through the Company Board) shall recommend to the holders of Common Stock the approval and adoption of all such matters; and shall use its best efforts to solicit and, if necessary, resolicit the vote of the holders of Common Stock in favor of adoption of this Agreement and the transactions contemplated hereby (including, if necessary, adjourning or postponing, and subsequently reconvening, the Company Stockholders' Meeting for the purpose of obtaining such votes and engaging proxy solicitation professionals); provided, however, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding notwithstanding anything to the contrary contained in this Agreement, in the event that subsequent to the date hereof, the Company Board makes may withdraw, modify or change such recommendation (including in a Change manner adverse to Contributors) under the circumstances set forth in the second sentence of Section 5.1(e)(ii) without any liability or obligation to Contributor (except as set forth in Section 6.7(b)). The Company Recommendation pursuant to Section 6.04(e) and/or authorizes may, if the Company to terminate this Agreement pursuant to Board withdraws, modifies or changes its recommendation under the circumstances set forth in the second sentence of Section 8.03(c) or 8.03(d5.1(e)(ii), delay the filings or mailing, as the case may be, of the Company shall not be required to convene Proxy Statement or hold the convening of the Company Stockholders’ Meeting or submit this Agreement ' Meeting, in each case to the Stockholders for approvalextent necessary to revise the Company Proxy Statement to reflect such withdrawal, modification or change and to provide the minimum notice thereof required under applicable law or the Company's charter or bylaws.

Company Stockholders Meeting. (a) The Company shallSubject to Applicable Law, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 rules and regulations of Nasdaq and the Proxy StatementCompany’s certificate of incorporation and bylaws, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Dateestablish a record date for, and (ii) duly call, give notice of, convene and cause to occur hold a meeting of the stockholders’ meeting stockholders of the Company (the “Company Stockholders’ Meeting”) as soon as reasonably practicable following the date the Form F-4 is declared effective by the SEC (and in no event later than forty five (45) days after the commencement of the mailing of the Proxy Statement/Prospectus to the Company’s stockholders) for the purpose of voting upon the approval adoption of this AgreementAgreement in accordance with Delaware Law. The Company may not adjourn, recess or postpone the Company Stockholders’ Meeting without the prior written consent of Parent; provided, however, that the Company may shall be entitled to postpone or adjourn the Company Stockholders’ Meeting, (A) with Meeting without the prior written consent of Parent, (Bi) if at (x) as of the time for which the Company Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Stockholders’ MeetingMeeting or the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approval and (y) the Company Stockholders’ Meeting is scheduled to reconvene on a date that is fifteen (15) or less days after the date for which the Company Stockholders’ Meeting was originally scheduled, or (Cii) to allow reasonable time for ensure that any supplement or amendment to the filing and mailing Proxy Statement/Prospectus required under Applicable Law is timely provided to the stockholders of any supplemental or amended disclosure which the Company Board has determined within a reasonable amount of time in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by advance of the Stockholders prior to the Company Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.81

Company Stockholders Meeting. As promptly as practicable after the execution of this Agreement, the Company and Parent shall jointly prepare an Information Statement relating to the adoption of this Agreement and the approval of the transactions contemplated hereby by the Company's stockholders and the exercise of appraisal rights in connection therewith (a) the "Information Statement"). The Company shall provide and include in the Information Statement such information relating to the Company and its stockholders as may be required pursuant to the provisions of applicable securities and corporate laws (including, without limitation, Rule 502 under the Securities Act). The Company shall, in accordance with its Certificate of Incorporation and Bylaws and the applicable requirements of the Delaware General Corporation Law, call and hold a special meeting of its stockholders as promptly as reasonably practicable, and in any event no later than December 20, 2000, for the purpose of permitting them to consider and to vote upon and adopt this Agreement and approve the transactions contemplated hereby (the "Company Stockholders' Meeting"). The Company shall cause a copy of the Information Statement to be delivered to each stockholder of the Company who is entitled to vote on the adoption of this Agreement and approval of the transactions contemplated hereby. As promptly as practicable after the SEC confirms that it has no further comments on delivery of copies of the Schedule 13E 3 and Information Statement to all stockholders entitled to vote at the Proxy StatementCompany Stockholders' Meeting, the Company shall take all actions necessary (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as solicit from each of such stockholders a proxy in favor of the record date established for adoption of this Agreement and the stockholders’ meeting; provided, that approval of the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, transactions contemplated hereby and (ii) duly convene to cause each of such stockholders to execute and cause deliver to occur Parent a Stockholder Representation Letter in a form to be mutually agreed upon by the stockholders’ meeting (parties hereto. In lieu of calling and holding the “Company Stockholders’ ' Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, solicit written consents (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders effective on or prior to December 20, 2000) in accordance with its certificate of incorporation and bylaws and the Stockholders’ Meetingapplicable requirements of the Delaware General Corporation Law. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.Parent will reasonably

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and clearance of the Proxy StatementStatement by the SEC, establish a record date for, duly call, give notice of, convene and hold, a meeting of its stockholders for the purpose of obtaining the Required Company Stockholder Vote (the “Company Stockholders’ Meeting”) in accordance with the Company’s certificate of incorporation, bylaws, the DGCL and all other applicable Legal Requirements. The Company shall use its commercially reasonable efforts to (i) mail or cause to be mailed at the Proxy Statement to the StockholdersCompany’s expense, as solicit from its stockholders proxies in favor of the record date established for Required Company Stockholder Vote and will take all other action necessary or advisable to obtain such approvals and to secure the stockholders’ meeting; providedvote or consent of its stockholders required by the Company’s certificate of incorporation, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End DateDGCL and all other applicable Legal Requirements, and (ii) duly convene ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with the Company’s certificate of incorporation, bylaws, the DGCL and cause to occur all other applicable Legal Requirements. The Company (i) shall consult with Parent regarding the stockholders’ meeting (date of the “Company Stockholders’ Meeting”, and (ii) for shall not postpone or adjourn the purpose Company Stockholders’ Meeting without the prior written consent of voting upon the approval of this AgreementParent; provided, however, that the Company may adjourn or postpone or adjourn the Company Stockholders’ MeetingMeeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement (which determination shall not be made before consulting with Parent) is provided to Company stockholders in advance of a vote on the Merger and this Agreement, (A) with the consent of Parent, (Bii) if at the time for which the Company Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to for the conduct business at the Stockholders’ Meetingof business, or (Ciii) to allow reasonable time for the filing and mailing purpose of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approvalsoliciting additional proxies.

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 Registration Statement Effective Date, duly give notice of, convene and the Proxy Statement, hold a meeting of its stockholders (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail Stockholders Meeting) in accordance with the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) DGCL for the purpose of voting upon obtaining the approval Company Stockholder Approval and shall subject to the provisions of Section 5.2(b), through its Board of Directors, recommend to its stockholders the adoption of this Agreement; provided. Subject to the Company’s right to terminate this Agreement pursuant to Section 8.1(f), that the Company’s obligation to give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.2 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or by a Company Recommendation Change. The Company may only postpone or adjourn the Stockholders’ MeetingCompany Stockholders Meeting (i) if necessary to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, (Aii) with for the consent absence of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (Ciii) to allow reasonable additional time for the filing and and/or mailing of any supplemental or amended disclosure which that the Company Board has determined in good faith after consultation with outside legal counsel is necessary reasonably likely to be required under applicable Laws Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Stockholders Company prior to the Stockholders’ Company Stockholders Meeting. Notwithstanding anything to the contrary in this Agreement; provided, in the event however, that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene postpone or hold adjourn the Stockholders’ Company Stockholders Meeting or submit this Agreement once up to the earlier of (a) twenty (20) days or (b) the date that is the latest date legally permissible under Applicable Law without having to set a different record date for the Company Stockholders Meeting upon the request of Parent if necessary to solicit additional proxies for approvalthe purpose of obtaining the Company Stockholder Approval.

Company Stockholders Meeting. (a) The Company shallshall take all action necessary under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Company Common Stock (the "COMPANY STOCKHOLDERS' MEETING") to consider, act upon and vote upon the adoption of this Agreement and approval of the Merger. The Company Stockholders' Meeting will be held as promptly as reasonably practicable and in any event within forty-five (45) days after the SEC confirms S-4 Registration Statement is declared effective under the Securities Act; PROVIDED, HOWEVER, that it has no further comments notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on the Schedule 13E 3 Merger and the Proxy Statementthis Agreement or, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, if as of the record date established time for which Company Stockholders' Meeting is originally scheduled (as set forth in the stockholders’ meeting; provided, that the Company shall not be required to mail the Joint Proxy Statement on or before the Go-Shop Period End Date, and (iiStatement/Prospectus) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ ' Meeting. Notwithstanding anything to The Company shall ensure that the contrary Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in this Agreementconnection with the Company Stockholders' Meeting are solicited, in the event compliance with all applicable Legal Requirements; PROVIDED, HOWEVER that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required obligated to call, give notice of, convene or and hold the Company Stockholders’ ' Meeting in accordance with this Section 6.2(a) if in accordance with Section 6.2(c) the Board of Directors of the Company withdraws, amends or submit this Agreement modifies its unanimous recommendation in favor of the Merger and accepts or recommends to the Stockholders for approvalstockholders of the Company a Superior Offer.

Company Stockholders Meeting. (a) The Company shallSubject to Applicable Law, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 rules and regulations of Nasdaq and the Proxy StatementCompany’s certificate of incorporation and bylaws, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Dateestablish a record date for, and (ii) duly call, give notice of, convene and cause to occur hold a meeting of the stockholders’ meeting stockholders of the Company (the “Company Stockholders’ Meeting”) as soon as reasonably practicable following the date the Form F-4 is declared effective by the SEC (and in no event later than forty five (45) days after the commencement of the mailing of the Proxy Statement/Prospectus to the Company’s stockholders) for the purpose of voting upon the approval adoption of this AgreementAgreement in accordance with Delaware Law. The Company may not adjourn, recess or postpone the Company Stockholders’ Meeting without the prior written consent of Parent; provided, however, that the Company may shall be entitled to postpone or adjourn the Company Stockholders’ Meeting, (A) with Meeting without the prior written consent of Parent, (Bi) if at (x) as of the time for which the Company Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approval and (y) the Company Stockholders’ Meeting is scheduled to reconvene on a date that is fifteen (15) or less days after the date for which the Company Stockholders’ Meeting was originally scheduled, or (ii) to ensure that any supplement or amendment to the Stockholders for approvalProxy Statement/Prospectus required under Applicable Law is timely provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders’ Meeting.

Company Stockholders Meeting. (a) The Company, acting through the Company shallBoard, shall take all actions in accordance with applicable law, its certificate of incorporation and by-laws and the rules of the National Association of Securities Dealers, Inc. ("NASD") or other applicable securities regulatory agencies to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable practicable, and in any event within 45 days after the SEC confirms that it has no further comments on the Schedule 13E 3 and mailing of the Proxy Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) mail or cause to be mailed the Company Board shall recommend approval and adoption of the Company Voting Proposal and the OCSN Transaction by the stockholders of the Company and include such recommendation in the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End DateStatement, and (ii) duly convene neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company's stockholders vote in favor of the Company Voting Proposal. Subject to Section 6.1, the Company shall take all action that is both reasonable and cause lawful to occur solicit from its stockholders proxies in favor of the stockholders’ meeting (Company Voting Proposal and the “Stockholders’ Meeting”) for OCSN Transaction and shall take all other action necessary or advisable to secure the purpose vote or consent of voting upon the approval stockholders of the Company required by the rules of the NASD, any other applicable securities regulatory agencies or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement; provided, that the Company, after consultation with the Buyer, may adjourn or postpone the Company may postpone Stockholders Meeting to the extent necessary to ensure that any required supplement or adjourn amendment to the Stockholders’ MeetingProxy Statement is provided to the Company's stockholders or, (A) with the consent if as of Parent, (B) if at the time for which the Stockholders’ Company Stockholders Meeting proceeds to business is originally scheduled (as set forth in the Proxy Statement there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approval.

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 in accordance with applicable Law and the Proxy StatementCompany Charter and Company Bylaws, (i) mail or cause to be mailed the Proxy Statement to the Stockholdersduly call, as of the record date established for the stockholders’ meeting; providedgive notice of, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ hold a meeting of its stockholders (including any adjournments or postponements thereof, the “Company Stockholders’ Meeting”), as promptly as practicable (for the avoidance of doubt a forty-five (45) day solicitation period shall be deemed a prompt period of time) after the date that the Proxy Statement is cleared by the SEC, for the purpose of voting upon the approval of this Agreement; provided, that the Merger and the Contemplated Transactions. Except as may be permitted by Section 7.04(c), the Company Board shall recommend to holders of the Company Common Shares that they approve this Agreement, the Merger and the Contemplated Transactions and shall include such recommendations in the Proxy Statement. Except as may postpone or adjourn be permitted by Section 7.04(c) and subject to Section 7.04(d) and the Stockholders’ Meetingduties of each of the Company’s directors, (A) the Company will use reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement, the Merger and the Contemplated Transactions. Unless the Agreement shall have been terminated in accordance with Section 9.01, the consent of Parent, (B) if at Company shall hold the time the Company Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing regardless of any supplemental or amended disclosure which whether the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental withdrawn or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, modified the Company Board makes Recommendation. The Company shall engage a Change nationally recognized proxy solicitor to assist in the Company Recommendation pursuant solicitation of proxies from the Company’s stockholders related to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement to the Stockholders for approvalStockholder Approval.

Company Stockholders Meeting. (a) The Company shallshall establish a record date for, call, give notice of, convene and hold a meeting of the stockholders of the Company (the “Company Stockholders Meeting”) as promptly as reasonably practicable after following the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as date of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) this Agreement for the purpose of voting upon the approval adoption of this Agreement; provided, that Agreement in accordance with Delaware Law. Notwithstanding the Company may postpone or adjourn the Stockholders’ Meetingforegoing, (A) with the consent of Parent, (Bi) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either shares of the Company Common Stock present in person or represented by proxy) proxies to constitute a quorum necessary to conduct business at the Stockholders’ Company Stockholders Meeting, the Company may extend the date of the Company Stockholders Meeting to the extent (and only to the extent) necessary in order to obtain a sufficient number of shares present in person or represented by proxies to constitute a quorum to conduct business at the Company Stockholders Meeting, (Cii) the Company may delay the Company Stockholders Meeting to allow reasonable time for the filing extent (and mailing of any supplemental or amended disclosure which only to the extent) the Company determines that a delay is required by Applicable Law to comply with comments made by the SEC with respect to the Proxy Statement, and (iii) the Company may delay the Company Stockholders Meeting if and to the extent that the Company Board has determined determines that the failure to delay the Company Stockholders Meeting would be a breach of its fiduciary duties. The Company shall solicit from stockholders of the Company proxies in good faith after consultation favor of the adoption of this Agreement in accordance with outside counsel and subject to Delaware Law and Section 8.1(c). Unless this Agreement is necessary under applicable Laws earlier terminated pursuant to Article IX, the Company shall establish a record date for, call, give notice of, convene and hold the Company Stockholders Meeting for such supplemental the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law, whether or amended disclosure to be disseminated and reviewed by not the Stockholders prior Company Board at any time subsequent to the Stockholders’ Meetingdate hereof shall have effected a Company Board Recommendation Change permitted by Section 8.1(c). Notwithstanding anything to the contrary set forth in this Agreement, in the event that subsequent Company’s obligation to the establish a record date hereoffor, call, give notice of, convene and hold the Company Board makes a Change in the Company Recommendation Stockholders Meeting pursuant to this Section 6.04(e8.1(a) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene limited to, or hold otherwise affected by, the Stockholders’ Meeting commencement, disclosure, announcement or submit this Agreement submission to the Stockholders for approvalCompany of any Acquisition Proposal.

Company Stockholders Meeting. The Company shall take, in accordance with applicable Law the Company's certificate of incorporation and bylaws, all actions necessary to (a) The establish a record date for, duly call and give notice of the Company shallStockholders Meeting (the record date for the Company Stockholders Meeting, the "Record Date") to consider and vote upon (i) the adoption of this Agreement and (ii) a non-binding advisory vote on "goldenparachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (b) mail the Company Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as reasonably practicable after the date of this Agreement (and in any event within five (5) Business Days following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Schedule 13E 3 and the Company Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting); provided, that the Company shall not be required to mail the Company Proxy Statement on prior to the later of (i) the Solicitation Period End-Date or before the Go-Shop Period End Date, and (ii) duly convene the end of discussions with any Excluded Party permitted pursuant to Section 5.4(b) (and cause without regard to occur the stockholders’ meeting any subsequent discussions permitted pursuant to Section 5.4(c)), (the “Stockholders’ Meeting”date the Company mails the Company Proxy Statement, the "Proxy Date"). Following the Proxy Date, the Company shall **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** call and hold the Company Stockholders Meeting as promptly as practicable (but in any event, the Company shall not be required to hold the Company Stockholders Meeting prior to the later of (i) January 18, 2017 or (ii) thirty-five (35) calendar days following the mailing of the definitiveCompany Proxy Statement for the purpose of voting upon the approval on adoption of this Agreement; provided, that however, for the avoidance of doubt, the Company may postpone or adjourn the Stockholders’ Company Stockholders Meeting, : (Ai) with the prior written consent of Parent, ; (Bii) if at for the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute absence of a quorum necessary (not to conduct business at the Stockholders’ Meeting, or exceed thirty (C30) calendar days); and (iii) to allow reasonable additional time (not to exceed thirty (30) calendar days) for the filing and mailing of distributionof any supplemental or amended disclosure with respect to the transaction contemplated by this Agreement which the Company Board has determined in good faith (after consultation with its outside counsel legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Stockholders Company's stockholders prior to the Stockholders’ Company Stockholders Meeting. Notwithstanding anything the foregoing, after the Company Stockholders Meeting has been convened, the Company shall, upon the request of Parent unless the Company Board determines,following a Change in Recommendation in connection with an Intervening Event, that such adjoumment would be inconsistent with its fiduciary duties under applicable Law, and the Company may, if Parent does not make such request, adjourn the Company Stockholders Meeting on one or more occasions to the contrary extent necessary to solicit additional proxies in favor of adoption of this Agreement, for such time period as determinedby Parent (or, if Parent does not make such request, as determined by the Company); provided., however that (x) such adjournment shall not exceed ten (10) calendar days for each such adjournment; (y) the Company Stockholders Meeting shall not be adjourned by more than thirty (30) calendar days in the event that subsequent to aggregate from the originally scheduled date hereof, of the Company Board makes a Change in Stockholders Meeting; and (z) no such adjournment shall be permitted if the Company Recommendation pursuant to Section 6.04(e) and/or authorizes shall have received by the Company to terminate Stockholders Meeting an aggregate number of proxies voting for the adoption of this Agreement pursuant to Agreement, which have not been withdrawn, such that the condition in Section 8.03(c6.1(a) or 8.03(d)would be satisfied if a vote were taken at the Company Stockholders Meetings. Once the Company has established the Record Date, the Company shall not be required establish a different record date without the prior written consent of Parent, including as a result of any adjournment of the Company Stockholders Meeting pursuant to convene or hold the Stockholders’ prior sentence. Unless the Company Board shall have effected a Company Adverse Recommendation Change, the Company shall use reasonable best efforts to solicit proxies in favor of the adoption of this Agreement. In the event the Company Board shall have effected a Company Adverse Recommendation Change, the Company shall use reasonable best efforts to solicit the return of proxies regarding the adoption of this Agreement. The Company shall use reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders Meeting or are solicited in compliance with all applicable Law. Unless this Agreement is valídly terminated in accordance with Article VH, the Company shall submit this Agreement to its stockholders at the Company Stockholders for approval.Meeting even if the Company Board shall have effected a Company Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, use reasonable best efforts to advise Parent at least on a daily basis on each of the last seven (7) Business Days prior to the date of the Company Stockholders Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement. **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 **

Company Stockholders Meeting. Subject to Section 6.6(c) (aPreparation of Proxy Statement) The or unless this Agreement has been terminated pursuant to Article 8, the Company shallshall take all actions in accordance with applicable Law, the Company’s Articles of Incorporation and Bylaws and the rules of the NASDAQ Stock Market to duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the “Company Stockholders Meeting”) for the purpose of obtaining the Required Company Stockholder Approval, as promptly soon as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, the Company in its sole discretion may adjourn or postpone the Company Stockholders Meeting (i) with Parent’s consent, (ii) to the extent necessary to ensure that any required (as determined by the Company Board in good faith after consultation with outside legal counsel) supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting; (iii) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement, (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of the Stockholders’ Company Stockholders Meeting, ; (iv) the Company has provided a written notice to Parent pursuant to Section 6.4(e) (Change in Recommendation; Termination) and the deadline contemplated by Section 6.4(e) (Change in Recommendation; Termination) with respect to such notice has not been reached; or (Cv) to allow reasonable time for additional solicitation of votes in order to obtain the filing and mailing Required Company Stockholder Approval. Subject to the right of any supplemental or amended disclosure which the Company Board has determined of Directors to make a Change in good faith after consultation Recommendation in accordance with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary Section 6.4(e) (Change in this Agreement, in the event that subsequent to the date hereofRecommendation; Termination), the Company Board makes a of Directors shall recommend adoption of this Agreement by its stockholders at the Company Stockholders Meeting and shall take all reasonable lawful action to solicit such adoption of this Agreement. Notwithstanding any Change in Recommendation, unless this Agreement has been terminated pursuant to and in accordance with Article 8, this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining the Required Company Stockholder Approval. The Company shall, upon the reasonable request of Parent, advise Parent during the last seven (7) Business Days prior to the date of the Company Recommendation pursuant Stockholders Meeting, as to Section 6.04(e) and/or authorizes the aggregate tally of the proxies received by the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene or hold the Stockholders’ Meeting or submit this Agreement with respect to the Stockholders for approvalRequired Company Stockholder Approval.

Company Stockholders Meeting. (a) The Company shallshall take all action necessary in accordance with the DGCL, its certificate of incorporation and its bylaws to call, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) on a date that is mutually agreed to by Parent and the Company, such date to be not more than one Business Day prior to the scheduled Closing Date and as soon as practicable after (i) the date the California Commissioner issues the Permit or (ii) if Parent is required to file a Registration Statement pursuant to Section 3.1(g), as promptly soon as reasonably practicable after the SEC confirms that it has no further comments date the Registration Statement becomes effective, the purpose of the Company Stockholders Meeting being the voting on the Schedule 13E 3 transactions contemplated hereby, including the adoption of this Agreement and the Proxy Statementapproval of the Merger. The date of the Company Stockholders Meeting shall be on or about the date immediately following the date of the Parent Stockholders Meeting (if the same shall be required to occur), and, after the Condition Determination Date, the Company shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the prior written consent of Parent unless the Parent Stockholders Meeting is not held as scheduled or the Requisite Parent Vote is not obtained at the Parent Stockholders Meeting. Except as set forth in Section 6.5(e), (i) mail or cause to be mailed the Proxy Statement to the Stockholders, as Company’s board of directors shall recommend adoption of this Agreement and approval of the record date established for the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, Merger and (ii) duly convene and cause to occur neither the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose Company’s board of voting upon the approval of this Agreement; provided, that the Company may postpone directors nor any committee thereof shall withdraw or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meetingmodify, or (C) propose to allow reasonable time for the filing and mailing of any supplemental resolve to withdraw or amended disclosure which the Company Board has determined modify in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure a manner adverse to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereofParent, the Company Board makes a Change in the Company Recommendation pursuant Recommendation. Subject to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d6.5(e), the Company shall not be required take all action reasonably necessary or advisable to convene or hold obtain the Stockholders’ Meeting or submit this Agreement to the Stockholders for approvalRequisite Company Vote.

Company Stockholders Meeting. (a) The Company shall, as promptly as reasonably practicable after the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, date hereof (i) mail or cause take all steps reasonably necessary to be mailed the Proxy Statement to the Stockholderscall, as of the record date established for the stockholders’ meeting; providedgive notice of, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ hold a special meeting of its stockholders (the “Stockholders’ Meeting”"COMPANY STOCKHOLDERS MEETING") for the purpose of voting upon securing the Company Stockholders' Approval, (ii) distribute to the Company Stockholders the Proxy Statement in accordance with applicable federal and state law and with its certificate of incorporation and bylaws, which Proxy Statement shall contain the recommendation of the Board of Directors of the Company that the Company Stockholders adopt this Agreement and approve the Merger, (iii) except as otherwise permitted pursuant to Section 6.04, use all reasonable best efforts to solicit from the Company Stockholders proxies in favor of the adoption of this Agreement and approval of this Agreementthe Merger and to secure the Company Stockholders' Approval; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d)however, the Company shall not be required to convene retain the services of a proxy solicitor or hold utilize any Company employees, other than the Stockholders’ Meeting or submit Company's chief executive officer, to solicit such proxies, and (iv) consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Agreement shall prohibit the Company Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Company Stockholders hereunder if the Board of Directors of the Company, after consultation with independent legal counsel, determines in good faith that such action is legally required for approvalsuch Board of Directors to comply with its fiduciary duties to its stockholders under applicable Law.

Company Stockholders Meeting. (aiv) The Company shallshall duly give notice of, convene and hold the Company Stockholders’ Meeting as promptly as reasonably practicable after following the SEC confirms that it has no further comments on the Schedule 13E 3 and the Proxy Statement, (i) mail or cause to be mailed mailing of the Proxy Statement to the Company Stockholders for the purpose of seeking the Company Stockholder Approval (or following the adjournment of the Company Stockholders’ Meeting under certain circumstances) and shall, (A) recommend to its stockholders adoption of this Agreement and include in the Proxy Statement such recommendation and (B) use its reasonable best efforts to solicit such adoption and obtain the Company Stockholder Approval. The Company may adjourn or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the adoption of this Agreement, or, if, as of the record date established time for the stockholders’ meeting; provided, that which the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of such meeting. The Company shall ensure that the Company Stockholders’ MeetingMeeting is called, or noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with applicable Law, the rules of NYSE and the Company Charter and the Company Bylaws. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.3(b)(i) (C) to allow reasonable time which, for the filing and mailing avoidance of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreementdoubt, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant are subject to Section 6.04(e5.2(e)) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required affected by the commencement, public proposal, public disclosure or communication to convene the Company of any Alternative Transaction Proposal or hold the Stockholders’ Meeting or submit by a Company Adverse Recommendation Change, unless this Agreement to the Stockholders for approvalhas been terminated in accordance with Section 7.1(c)(i).

Company Stockholders Meeting. (a) The Company shallshall take all action necessary under all applicable Legal Requirements to call, give notice of and hold a meeting of the holders of Company Common Stock to vote on a proposal to approve this Agreement (the "COMPANY STOCKHOLDERS' MEETING"). The Company Stockholders' Meeting shall be held as promptly soon as reasonably practicable after the SEC confirms that it has no further comments on Registration Statement is declared effective under the Schedule 13E 3 Securities Act and the Proxy Statement, (i) mail or cause to be mailed Statement is "cleared" by the Proxy Statement SEC for mailing in definitive form to the Stockholders, as holders of Company Common Stock. The Company shall use commercially reasonable efforts to take all actions necessary or advisable to solicit proxies in favor of the record date established for the stockholders’ meeting; provided, Merger and shall ensure that all proxies solicited in connection with the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that ' Meeting are solicited in compliance with all applicable Legal Requirements. Once the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ ' Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Stockholders’ Meeting, or (C) to allow reasonable time for the filing has been called and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereof, the Company Board makes a Change in the Company Recommendation pursuant to Section 6.04(e) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d)noticed, the Company shall not postpone or adjourn the Company Stockholders' Meeting (other than for the absence of a quorum) without the consent of Parent; provided, however, notwithstanding the foregoing, the Board of Directors of the Company shall be required permitted to convene postpone or hold adjourn the Company Stockholders’ ' Meeting if at any time prior to such meeting a Company Acquisition Proposal has been made, submitted or submit this Agreement announced (which is not in violation of Section 4.3) and the Board of Directors of the Company, after consultation with its outside legal counsel, concludes in good faith that the failure so to postpone or adjourn the Stockholders for approvalCompany Stockholder's Meeting would likely constitute a violation of the fiduciary duties of the Company's Board of Directors under applicable Legal Requirements.

Company Stockholders Meeting. (a) The Company shallshall take all action necessary, in accordance with applicable Law and its Organizational Documents, to establish a Record Date for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as reasonably practicable after the SEC confirms that it has no further comments on Clearance Date for purposes of securing the Schedule 13E 3 and Company Stockholder Approvals. The Company shall not change the Proxy StatementRecord Date without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed). The Company shall not postpone, recess or adjourn such meeting except (i) mail to the extent necessary to ensure that any required supplement or cause amendment to be mailed the Proxy Statement or the Schedule 13E-3 is provided to the StockholdersCompany’s stockholders within a reasonable amount of time in advance of the Company Stockholders Meeting, (ii) if as of the record date established time for the stockholders’ meeting; provided, that which the Company shall not be required to mail Stockholders Meeting is originally scheduled (as set forth in the definitive Proxy Statement on or before the Go-Shop Period End DateStatement), and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) in order to constitute establish a quorum necessary or to conduct business obtain the Company Stockholder Approvals, (iii) to comply with applicable Law or (iv) with the prior consent of Parent; provided, that in the case of clause (ii), in no event shall the Company postpone or adjourn the Company Stockholders Meeting, by more than ten Business Days in connection with any one postponement, recess or adjournment. The Company shall, at the Stockholders’ Meetinginstruction of Parent, postpone or (C) adjourn the Company Stockholders Meeting if there are not sufficient votes in person or by proxy to secure the Company Stockholder Approvals to allow reasonable time (but in no event more than ten Business Days) for the filing and mailing solicitation of any supplemental or amended disclosure which proxies for the purpose of obtaining the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated and reviewed by Stockholder Approvals. Without limiting the Stockholders prior to generality of the Stockholders’ Meeting. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereofforegoing, the Company Board makes a Change in the Company Recommendation agrees that its obligations pursuant to this Section 6.04(e7.4(a) and/or authorizes the Company to terminate this Agreement pursuant to Section 8.03(c) or 8.03(d), the Company shall not be required to convene affected by commencement, public proposal, public disclosure or hold the Stockholders’ Meeting or submit this Agreement communication to the Stockholders for approvalCompany of any Acquisition Proposal or any event constituting or that could constitute an Intervening Event.

Company Stockholders Meeting. (a) The Company shallshall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable after following the SEC confirms that it has no further comments on clearance of the Proxy Statement and the Schedule 13E 3 and 13e-3 by the SEC. Except as otherwise expressly permitted by Section 6.4, the Company shall (i) through the Company Board, recommend, including through a recommendation in the Proxy Statement, (i) mail or cause to be mailed that the Proxy Statement to the Stockholders, as stockholders of the record date established for Company vote in favor of the stockholders’ meeting; provided, that the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Dateapproval of this Agreement, and (ii) duly convene and cause to occur solicit from stockholders of the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose Company proxies in favor of voting upon the approval of this Agreement; provided. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with shall be required to adjourn or postpone the consent Company Stockholders Meeting (1) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable amount of Parenttime in advance of the Company Stockholders Meeting or (2) if, (B) if at as of the time for which the Stockholders’ Company Stockholders Meeting proceeds to business is scheduled, there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (B) may adjourn or postpone the Stockholders’ MeetingCompany Stockholders Meeting if, or (C) to allow reasonable as of the time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in good faith after consultation with outside counsel is necessary under applicable Laws person or by proxy) to obtain the Company Stockholder Approval (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clause (A) exist, and for such supplemental Company Stockholders Meeting may be adjourned or amended disclosure postponed every time the circumstances described in the foregoing clause (B) exist); provided, however, that unless otherwise agreed to be disseminated and reviewed by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled; provided, further, that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the Stockholders’ MeetingOutside Date. Notwithstanding anything to the contrary in this Agreement, in the event that subsequent to the date hereofforegoing, the Company Board makes a Change in may adjourn or postpone the Company Recommendation pursuant Stockholders Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(e) and/or authorizes 6.4(d). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company to terminate Stockholders Meeting in accordance with this Agreement pursuant to Section 8.03(c) 6.6 shall not be limited or 8.03(d)otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Acquisition Proposal. If requested by Parent, the Company shall not be required promptly provide to convene or hold the Stockholders’ Meeting or submit this Agreement Parent all voting tabulation reports relating to the Company Stockholders for approvalMeeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.

Company Stockholders Meeting. (ai) The Company shallshall duly give notice of, convene and hold the Company Stockholders’ Meeting (with the record date and meeting date set in reasonable consultation with Parent) as promptly as reasonably practicable following the mailing of the Proxy Statement (but in any event within thirty (30) days after the SEC confirms that it has no further comments on the Schedule 13E 3 and mailing of the Proxy Statement) to the Company Stockholders for the purpose of seeking the Company Stockholder Approval (or following the adjournment of the Company Stockholders’ Meeting under certain circumstances) and, unless the Board of Directors has enacted a Company Adverse Recommendation Change in response to an Intervening Event or Superior Proposal in accordance with (iand after satisfying all requirements and obligations set forth in) mail or cause Section 5.2(e), shall (A) recommend to be mailed its stockholders adoption of this Agreement and include in the Proxy Statement such recommendation and (B) use its reasonable best efforts to solicit such adoption and obtain the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may only adjourn or postpone the Company Stockholders’ Meeting (x) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the adoption of this Agreement (y), if, as of the record date established time for the stockholders’ meeting; provided, that which the Company shall not be required to mail the Proxy Statement on or before the Go-Shop Period End Date, and (ii) duly convene and cause to occur the stockholders’ meeting (the “Stockholders’ Meeting”) for the purpose of voting upon the approval of this Agreement; provided, that the Company may postpone or adjourn the Stockholders’ Meeting, (A) with the consent of Parent, (B) if at the time the Stockholders’ Meeting proceeds to business is originally scheduled, there are insufficient Shares shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of such meeting or (z) as otherwise necessary to comply with applicable Law; provided, that in the Stockholders’ Meetingcase of any of clause (x), (y), or (C) z), the Company Stockholders’ Meeting shall only be adjourned or postponed for a minimum period of time reasonable under the circumstances (it being understood that any such adjournment or postponement shall not affect the Company’s obligation to allow reasonable time hold the Company Stockholders’ Meeting in accordance with this Section 5.3(b)). For the avoidance of doubt, unless this Agreement is earlier terminated pursuant to Article VII, the Company shall establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting for the filing purpose of voting upon the adoption of this Agreement in accordance with the DGCL, whether or not the Board of Directors at any time subsequent to the date hereof shall have effected a Company Adverse Recommendation Change. Without the prior written consent of Parent, the adoption of this Agreement and mailing the approval of any supplemental or amended disclosure the transactions contemplated hereby (including the Merger) shall be the only matter (other than adjournment and similar procedural matters) which the Company Board has determined in good faith after consultation with outside counsel is necessary under applicable Laws and for such supplemental or amended disclosure shall propose to be disseminated and reviewed acted on by the Stockholders prior to Company’s stockholders at the Company Stockholders’ Meeting. Notwithstanding anything to The Company shall ensure that the contrary Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in this Agreementconnection with the Company Stockholders’ Meeting are solicited in compliance with applicable Law, in the event rules of NASDAQ and the Company Charter and the Company Bylaws. Beginning on the day that subsequent is ten (10) Business Days prior to the date hereofof the Company Stockholders’ Meeting and until the Company Stockholders’ Meeting is held, the Company Board makes a Change in shall, upon the reasonable request of Parent, advise Parent as to the aggregate tally of proxies received by the Company Recommendation with respect to the Company Stockholder Approval and the votes to be made thereunder. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 6.04(e5.3(b)(i) and/or authorizes (which, for the Company to terminate this Agreement pursuant avoidance of doubt, are subject to Section 8.03(c5.2(e)) or 8.03(d), the Company shall not be required affected by the commencement, public proposal, public disclosure or communication to convene the Company of any Alternative Transaction Proposal or hold the Stockholders’ Meeting or submit by a Company Adverse Recommendation Change, unless this Agreement to the Stockholders for approvalhas been terminated in accordance with Section 7.1(c)(i).