Common use of Meeting of Company Stockholders Clause in Contracts

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement (provided that Company and Parent will notice the Company Stockholders' Meeting and the Parent Stockholders' Meeting to be held on the same day, and if Parent adjourns or postpones the Parent Stockholders' Meeting, Company may adjourn or postpone the Company Stockholders' Meeting in order that they be held on the same day), for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereofRegistration Statement is declared effective under the Securities Act, the Company will take all action necessary in accordance with the Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of its stockholders to consider adoption and approval of this Agreement and approval of the Company Merger (the “Stockholders' Meeting ’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate certificate of Incorporation incorporation and Bylaws, the rules of Nasdaq bylaws and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting (including any adjournments thereof) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusJoint Proxy Statement/Proxy Statement Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Company Acquisition ProposalProposal or Company Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company StockholdersCompany's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "COMPANY STOCKHOLDERS' Meeting MEETING") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement. Subject to Section 5.2(c) hereof, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, the Delaware Law rules of NASDAQ and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene a special meeting of its stockholders for the purpose of considering and taking action with respect to (i) the Company Stockholder Approval (the “Stockholders' Meeting ’ Meeting”) and (ii) the removal of the existing board of directors of the Company and election of directors designated by Parent, which removal and appointment shall be effective upon the failure to obtain the Company Stockholder Approval, to be held as promptly as practicable, and in any event (. Subject to the extent permissible under applicable law) within 45 days after the declaration of effectiveness fiduciary duties of the S-4directors, for the purpose of voting upon this Agreement and the Merger. Company will shall use its all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules and regulations of Nasdaq NASDAQ or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting’ Meeting or to approve this Agreement and the Merger. Subject to the Bylaw Amendment, the Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules and regulations of Nasdaq NASDAQ and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action reasonably necessary in accordance with the Delaware Law DGCL and its Certificate of Incorporation and Bylaws Company Charter Documents to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, practicable for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval and adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law the DGCL to obtain such approvals, subject to Section 5.2(c). Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware LawDGCL, its Certificate of Incorporation and BylawsCompany Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will take all action necessary in accordance with Washington Law, its articles of incorporation and bylaws and applicable Nasdaq rules to call, hold and convene a meeting of its stockholders, promptly following the Delaware Law mailing of the Proxy Statement to such stockholders, for the purposes of voting on the adoption and its Certificate approval of Incorporation this Agreement and Bylaws to convene approval of the Company Merger (the “Stockholders' Meeting ’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 6.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Washington Law or any other applicable Legal Requirements to obtain such approvals. 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 Prospectus/Proxy Statement or Registration Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company such Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Washington Law, its Certificate articles of Incorporation incorporation and Bylawsbylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereofRegistration Statement is declared effective under the Securities Act, the Company will take all action necessary in accordance with the Delaware Law DGCL and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene the Company Stockholders' Stockholders Meeting to be held as promptly as reasonably practicable, and in any event event, will use all commercially reasonable efforts (to the extent permissible under applicable law) to cause the Company Stockholders Meeting to be convened within 45 days after the declaration of effectiveness mailing of the S-4Prospectus/Proxy Statement to the Company’s stockholders. Subject to Section 6.1(b), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company may adjourn or postpone the Company Stockholders' Stockholders Meeting after consultation with Buyer to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Stockholders Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock and Company Preferred Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Stockholders Meeting; and (ii) upon Buyer’s written notice (provided no later than the Business Day before the Company Stockholders Meeting and in any event at least 24 hours prior to the scheduled time of the Company Stockholders Meeting) that Buyer has determined in good faith that the conditions to the respective parties’ obligations set forth in Article VII are not expected to be satisfied or waived by the date of the Company Stockholders Meeting, the Company shall adjourn or postpone the Company Stockholders Meeting to the date notified by Buyer in its reasonable discretion, but prior to the Outside Date and to a date that would permit compliance with the requirements set forth below. In the event that Buyer shall revoke its election with respect to the Company Common Tranche Two Consideration in connection with its election to adjourn or postpone the Company Stockholders Meeting, notice of such revocation shall be made in writing and delivered to the Company simultaneously with the notice of adjournment or postponement. In addition, if Buyer shall revoke its election with respect to the Company Common Tranche Two Consideration, Buyer shall be required to notify the Company in writing of its new election with respect to the relative proportions of the components of the Company Common Tranche Two Consideration at least five (5) Business Days prior to the rescheduled date for the Company Stockholders Meeting and shall publicly disseminate an announcement of such election with 24 hours following delivery of such notice to the Company; provided that Buyer shall be permitted to further revoke such election at a later date following delivery thereof in accordance with the terms of this Agreement. The Company shall ensure that the Company Stockholders' Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' Stockholders Meeting are solicited, solicited in compliance with the Delaware LawDGCL, its Certificate certificate of Incorporation incorporation and Bylaws, bylaws and the applicable rules and regulations of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementNasdaq.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement. Subject to Section 5.2(c) hereof, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq and to secure the vote or consent of its stockholders required by Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for at which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined in Section 5.4(a)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of the effectiveness of the S-4, S-4 for the purpose of voting enabling Company's stockholders to vote upon the adoption of this Agreement. Unless the Board of Directors of Company shall have withheld, withdrawn, modified, amended, changed or refrained from making its recommendation in favor of the adoption of this Agreement and the Merger. in compliance with Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsLaw. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting (i) to the extent necessary to ensure that facilitate the providing of any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement is provided Prospectus to Company's stockholders in advance of a vote on the Merger and adoption of this Agreement orAgreement, or (ii) if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, Proposal or by any withdrawal, amendment or modification of the recommendation of change in the Board of Directors of Company with respect Directors' recommendation regarding the Merger or any other determination subsequent to the Merger and/or this Agreementdate hereof by Company's Board of Directors that it can no longer make such recommendation.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action reasonably necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Charter Documents to call, hold and convene an annual or special meeting of its stockholders for the purpose of acting on the approval and adoption of this Agreement and approving the Merger (the “Stockholders' Meeting ’ Meeting”), to be held as promptly as practicable, and in any event (practicable after the mailing of the Proxy Statement to the extent permissible under applicable law) within 45 days after the declaration of effectiveness stockholders of the S-4Company. Subject to the terms of Section 5.4(c), for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of by its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsstockholders. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on this Agreement and the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall take all action reasonably necessary to ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's ’s obligation to call, give notice of, convene and hold the Company Stockholders' ’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification Change of the recommendation of the Board of Directors of Recommendation (as defined in Section 5.4(c)) unless this Agreement is earlier terminated in accordance with Section 7.1. The Company with respect shall not submit to the Merger and/or vote of its stockholders any Acquisition Proposal, or, subject to Section 5.4(c), disclose publicly its proposal or resolution or resolve to do so, unless this AgreementAgreement has been validly terminated in accordance with Article VII.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will take all action necessary in accordance with Delaware Law, the Delaware Law rules of the NASDAQ Global Select Market, its Charter Documents and its Certificate Contracts and agreements with its stockholders to duly give notice of, convene and hold a meeting of Incorporation its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, for the purpose of considering and Bylaws taking action with respect to convene the Company Stockholder Approval (the “Company Stockholders' Meeting ’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 thirty (30) days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 6.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts (including by engaging a proxy solicitor) to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Company Stockholder Approval and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by for the rules of Nasdaq or Delaware Law to obtain such approvalsCompany 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 (i) to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and adoption of this Agreement orAgreement, if or (ii) if, as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the such Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq the NASDAQ Global Select Market, the Company Charter Documents, the Company’s Contracts and agreements with its stockholders, and all other applicable legal requirementsLegal Requirements. Company's obligation to callWithout the prior written consent of Parent, give notice of, convene and hold adoption of this Agreement (including adjournment of the Company Stockholders' Meeting ’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in accordance with favor of adoption of this Section 5.2(a) Agreement), is the only matter which the Company shall not propose to be limited to or otherwise affected acted on by the commencement, disclosure, announcement or submission to Company’s stockholders at the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementStockholders’ Meeting.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Nevada Law and its Certificate Articles of Incorporation and Bylaws to call, notice, convene and hold the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon approval of this Agreement Agreement, the Merger and the MergerArticles Amendment. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of Agreement, the Merger and the Articles Amendment, and will use its commercially reasonable efforts to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on this Agreement, the Merger and this Agreement the Articles Amendment or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, conducted prior to and separate from any meeting of Company's stockholders at which any Acquisition Proposal or Acquisition Transaction is considered or voted upon. Company will use its commercially reasonable efforts to ensure that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, solicited in compliance with the Delaware Nevada Law, its Certificate Articles of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene convene, hold and hold conduct the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal (as defined in Section 5.4) (including a Superior Offer (as defined in Section 5.2(c)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to Company's stockholders to approve this Agreement and the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly As promptly as possible after the date hereof, the Company will take all action necessary in accordance with the Delaware Law DGCL and its Certificate of Incorporation and Bylaws to convene a meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”), and shall use its reasonable best efforts to cause the Company Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 forty-five (45) days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon adoption of this Agreement and Agreement. Subject to Section 4.4(c), the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law DGCL to obtain such approvalsapproval. 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 ProspectusJoint Proxy Statement/Proxy Statement Prospectus is provided to the Company's ’s stockholders in advance of a vote on the Merger and adoption of this Agreement or, if as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware LawDGCL, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirementslaws. The Company's ’s obligation to call, give notice of, convene and hold the Company Stockholders' ’ Meeting in accordance with this Section 5.2(a4.4(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger and/or or by any other act or action, including any action contemplated by this AgreementSection 4.4. Upon termination of this Agreement in accordance with Section 8.1, the Company will have no obligation to call, give notice of, convene or hold the Company Stockholders’ Meeting in accordance with this Section 4.4(a).

Meeting of Company Stockholders. (a) Promptly The Company shall promptly after the date hereof, Company will hereof take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws By-laws to convene the Company Stockholders' Meeting to as soon as practicable following the date upon which the Registration Statement becomes effective. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders' Meeting without the consent of Parent. Except as may be held as promptly as practicable, and in any event (to otherwise required for the extent permissible under applicable law) within 45 days after the declaration Board of effectiveness Directors of the S-4Company to comply with its fiduciary duties to stockholders imposed by Law as advised by outside legal counsel, for the purpose Board of voting upon Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the Mergertransactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company shall submit this Agreement to the Company's stockholders whether or not the Board of Directors of the Company determines at any time subsequent to declaring its advisability that this Agreement is no longer advisable and recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company will has withdrawn its recommendation of this Agreement in compliance with Section 4.2(c), the Company shall use its commercially reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to effect the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held convened and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold conduct the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law NRS and its Certificate the Company’s Articles of Incorporation Incorporation, as may be amended, and Bylaws Bylaws, as may be amended (the “Company Charter Documents”) to convene the Company Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to the terms of Section 6.2(c) hereof, the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law the NRS to obtain such approvalsbe obtained. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and BylawsNRS, the rules of Nasdaq Company Charter Documents, and all other applicable legal requirements. The Company's ’s obligation to call, give notice of, convene and hold the Company Stockholders' ’ Meeting in accordance with this Section 5.2(a6.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action reasonably necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Charter Documents to call, hold and convene an annual or special meeting of its stockholders for the purpose of acting on the approval and adoption of this Agreement and approving the Merger (the "Stockholders' Meeting Meeting"), to be held as promptly as practicable, and in any event (practicable after the mailing of the Proxy Statement to the extent permissible under applicable law) within 45 days after the declaration of effectiveness stockholders of the S-4Company. Subject to the terms of Section 5.4(c), for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of by its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsstockholders. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall take all action reasonably necessary to ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification Change of the recommendation of the Board of Directors of Recommendation (as defined in Section 5.4(c)) unless this Agreement is earlier terminated in accordance with Section 7.1. The Company with respect shall not submit to the Merger and/or vote of its stockholders any Acquisition Proposal, or, subject to Section 5.4(c), disclose publicly its proposal or resolution or resolve to do so, unless this AgreementAgreement has been validly terminated in accordance with Article VII.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action reasonably necessary in accordance with the Delaware Nevada Law and its Certificate of Incorporation and Bylaws to convene the Company Charter Documents to call, hold and convene an annual or special meeting of its stockholders for the purpose of considering and taking action on this Agreement and the Merger (the “Stockholders' Meeting ’ Meeting”), to be held as promptly as practicable, and and, subject to the Company’s right to adjourn or postpone the Stockholders’ Meeting pursuant to this Section 5.2(a), in any event within thirty (to the extent permissible under applicable law30) within 45 calendar days after the declaration of effectiveness Proxy Statement is mailed to the stockholders of the S-4Company. Subject to the terms of Section 5.4(c) hereof, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq or Delaware Nevada Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Nevada Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's ’s obligation to call, give notice of, convene and hold the Company Stockholders' ’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined in Section 5.4(d) hereof). For the avoidance of doubt, the Company shall not be required to call, give notice of, convene or by any withdrawalhold the Stockholders’ Meeting if this Agreement has been validly terminated (including, amendment or modification in the case of termination pursuant to Section 7.1(e), the payment of the recommendation Termination Fee) in accordance with Article VII hereof. The Company shall not submit to the vote of its stockholders any Acquisition Proposal or publicly propose or resolve to do so, unless this Agreement has been validly terminated (including, in the case of termination pursuant to Section 7.1(e), the payment of the Board of Directors of Company Termination Fee) in accordance with respect to the Merger and/or this AgreementArticle VII hereof.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will shall take all action reasonably necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Charter Documents to establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders, to consider adoption of this Agreement (the “Stockholders' Meeting ’ Meeting”) reasonably promptly after the date of any SEC comments on the Proxy Statement have been resolved and the final Proxy Statement is otherwise ready for dispatch and, in connection therewith, the Company shall mail the Proxy Statement to be held as promptly as practicable, and the Company’s stockholders in any event (advance of such meeting. Except to the extent permissible under applicable lawthat the Company’s Board of Directors shall have effected a Change of Recommendation as permitted by Section 5.3(e) within 45 days after or Section 5.3(f), (i) the declaration of effectiveness of Proxy Statement shall include the S-4, for Board Recommendation and (ii) the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will to take all other action actions necessary or advisable to secure pursue the vote or consent of its stockholders stockholders, including such actions as are required by the rules and regulations of the Nasdaq Stock Market or Delaware Law or any other applicable Laws to obtain such approvals. Notwithstanding anything to the contrary contained foregoing in this AgreementSection 5.2, Company may adjourn any adjournments or postpone postponements of the Company Stockholders' ’ Meeting or any recess of the Stockholders’ Meeting beyond the scheduled meeting date shall require the prior written consent of Parent other than in the case and to the extent necessary to which the Company is required to allow additional time to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and adoption of this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Unless this Agreement is terminated by the Company Stockholders' Meeting. or Parent, as the case may be, pursuant to Article VII, the Company shall use reasonable best efforts to ensure that the Company any Stockholders' ’ Meeting (including any adjournment or postponement thereof) is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting (including any adjournment or postponement thereof) are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLaws.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider adoption and approval of this Agreement and approval of the Company Merger (the “Stockholders' ’ Meeting”). The Stockholder’s Meeting to shall be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the S-410-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act, for within 55 days after such initial filing). Subject to Section 5.3(d), the purpose of voting upon this Agreement and the Merger. Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement oror if, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or there are not sufficient votes for the Company Stockholders' Meetingadoption of this Agreement and the approval of the Merger. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, the Delaware Law rules of Nasdaq and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene a special meeting of its stockholders for the purpose of considering and taking action with respect to the Company Stockholder Approval(the “Stockholders' Meeting ’ Meeting”), to be held as promptly as practicable, and in any event practicable after execution of this Agreement; provided that the parties acknowledge that the Company’s goal is (to the extent permissible under applicable law) to convene such special meeting within 45 days after the declaration of effectiveness Proxy Statement is cleared by the SEC (or, if no SEC comments are received on or prior to the tenth day after the initial filing of the S-4Proxy Statement, within 55 days after such initial filing), and that if the Stockholders’ Meeting is not convened within such period, the Company’s senior executives shall discuss the reasons for the purpose of voting upon this Agreement and the Mergerfailure to meet such goals with Parent’s duly appointed representatives. The Company will shall use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure EXECUTION COPY that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) a)......Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the MergerRegistration Statement. The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, with Parent's prior written consent, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after February 2, 2000, the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company StockholdersCompany's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "COMPANY STOCKHOLDERS' Meeting MEETING") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the MergerRegistration Statement. The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, with Parent's prior written consent, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be 27 32 limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company StockholdersCompany's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "COMPANY STOCKHOLDERS' Meeting MEETING") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the MergerRegistration Statement. The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, with Parent's prior written consent, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 35 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsproxies. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement oror if, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) /Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal (as defined in Section 5.4(c)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger. (b) The Board of Directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger and/or at the Company Stockholders' Meeting. The Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that Company's stockholders vote in favor of and adopt and approve this Agreement.Agreement and the Merger at the Company Stockholders' Meeting. 5.3

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene an annual or special meeting of its stockholders for the Company purpose of considering and taking action on this Agreement and the Merger (the "Stockholders' Meeting Meeting"), to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 thirty (30) calendar days after the declaration Proxy Statement is cleared by the SEC. Subject to the terms of effectiveness of Section 5.4(c) hereof, the S-4, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum -40- necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after Subject to SECTION 5.3(d), the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of its stockholders to consider adoption of this Agreement (the Company Stockholders"STOCKHOLDERS' Meeting MEETING") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 to 60 days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company's stockholders. Subject to SECTION 5.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other reasonable action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Capital Market or Delaware Law or any other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company in its discretion may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company such Stockholders' Meeting. Subject to SECTION 5.3(d), the Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conductedconducted in compliance with, and that all proxies solicited by the Company it in connection with the Company Stockholders' Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate certificate of Incorporation incorporation and Bylawsbylaws, the rules of the Nasdaq Capital Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable lawlaw and Company's Certificate of Incorporation and Bylaws) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsapprovals ("COMPANY STOCKHOLDER VOTE"). Notwithstanding the anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and subject to Section 5.2(c) that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger and/or at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company's stockholders vote in favor of and adopt and approve this Agreement.Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of Company that Company's stockholders vote in 25

Meeting of Company Stockholders. (a) Promptly after After the date Registration Statement is declared effective under the Securities Act, in accordance with Section 5.1 hereof, the Company will take all action necessary in accordance with the Delaware Law and the Company Charter Documents to cause the Proxy Statement (and/or any amendment or supplement thereto) to be mailed to its Certificate of Incorporation stockholders and Bylaws to call, hold and convene the Company Stockholders' ’ Meeting to consider the adoption of this Agreement (the “Company Stockholders’ Meeting”) to be held as promptly as practicable, practicable after the date upon which all of the following have occurred: (A) the Registration Statement becomes effective and in (B) all waiting periods (and any event extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the transactions contemplated hereby have been resolved (it being the intent of the parties that such meetings shall be held not later than forty-five (45) days after satisfaction of both clauses (A) and (B) except to the extent permissible under prohibited by applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsLegal Requirements). 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 Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a the vote on the Merger and this Agreement to be taken at such meeting or, if as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company such Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, the Delaware Law rules of Nasdaq and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene a special meeting of its stockholders for the purpose of considering and taking action with respect to the Company Stockholder Approval (the “Stockholders' Meeting ’ Meeting”), to be held as promptly as practicable, and in any event practicable after execution of this Agreement; provided that the parties acknowledge that the Company’s goal is (to the extent permissible under applicable law) to convene such special meeting within 45 days after the declaration of effectiveness Proxy Statement is cleared by the SEC (or, if no SEC comments are received on or prior to the tenth day after the initial filing of the S-4Proxy Statement, within 55 days after such initial filing), and that if the Stockholders’ Meeting is not convened within such period, the Company’s senior executives shall discuss the reasons for the purpose of voting upon this Agreement and the Mergerfailure to meet such goals with Parent’s duly appointed representatives. The Company will shall use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after If the date hereofCompany Stockholder Approval is required by law, the Company will shall take all action necessary in accordance with the Delaware Law applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company’s stockholder in connection with the Merger (the “Company Stockholders' Meeting to be held Stockholder Meeting”) as promptly as practicable, and in any event (to practicable following the extent permissible under applicable law) within 45 days after the declaration of effectiveness expiration of the S-4, Offer for the purpose of voting upon this Agreement obtaining the Company Stockholder Approval. Subject to Section 6.1(c), (i) the Company’s Board of Directors shall include in the Company Proxy Statement its recommendation of approval and the Merger. Company will use its commercially reasonable efforts to solicit from adoption by its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will the other transactions contemplated hereby, (ii) neither the Company’s Board of Directors nor any Table of Contents committee thereof shall amend, modify, withdraw, condition or qualify the Recommendations in a manner adverse to Buyer or take any action or make any statement inconsistent with the Recommendations and (iii) the Company shall take all other lawful action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone solicit the Company Stockholders' Meeting to Stockholder Approval, including, without limitation, timely mailing the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Company Proxy Statement is provided to Company's stockholders in advance of a vote on the Statement. If Merger and this Agreement or, if as Sub shall acquire at least ninety percent (90%) of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient outstanding shares of Company Common Stock represented in the Offer (either in person or by proxy) to constitute a quorum necessary to conduct the business and is permitted under Section 253 of the Company Stockholders' Meeting. Company shall ensure that DGCL), subject to the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that satisfaction or (to the extent permitted hereunder) waiver of all proxies solicited by conditions to the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and BylawsMerger, the rules parties hereto will take all necessary actions to cause the Merger to become effective, as soon as practicable after the final acceptance of Nasdaq and all other applicable legal requirements. Company's obligation such shares pursuant to callthe Offer, give notice ofwithout a meeting of stockholders, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification 253 of the recommendation DGCL. Buyer will vote all shares of Company Common Stock it holds in favor of the Board of Directors of Company with respect to the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after Subject to Section 5.3(d), the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of its stockholders, promptly following the Company mailing of the Proxy Statement to such stockholders, to consider adoption of this Agreement (the “Stockholders' Meeting ’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Legal Requirements to obtain such approvals. 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 Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company such Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate certificate of Incorporation incorporation and Bylawsbylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, practicable for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if If as of the time for which Company the Company's Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq Bylaws and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined in Section 5.4) or Superior Offer (as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger and/or this AgreementMerger, and the Company Stockholders' Meeting shall be called, noticed, convened and held prior to the calling, noticing, convening or holding of any meeting of Company's stockholders to consider approval of any Acquisition Proposal or Superior Offer.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will take all action necessary in accordance with Delaware Law, the Delaware Law rules of Nasdaq, its Charter Documents and its Certificate Contracts and agreements with its stockholders to duly give notice of, convene and hold a meeting of Incorporation its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, for the purpose of considering and Bylaws taking action with respect to convene the Company Stockholder Approval (the “Company Stockholders' Meeting ’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 thirty (30) days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 6.3(d), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts (including by engaging a proxy solicitor) to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Company Stockholder Approval and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by for the rules of Nasdaq or Delaware Law to obtain such approvalsCompany 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 (i) to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and adoption of this Agreement orAgreement, if or (ii) if, as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the such Company Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, solicited in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq Nasdaq, the Company Charter Documents, the Company’s Contracts and agreements with its stockholders, and all other applicable legal requirementsLegal Requirements. Company's obligation to callWithout the prior written consent of Parent, give notice of, convene and hold adoption of this Agreement (including adjournment of the Company Stockholders' Meeting ’ Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in accordance with favor of adoption of this Section 5.2(a) Agreement), is the only matter which the Company shall not propose to be limited to or otherwise affected acted on by the commencement, disclosure, announcement or submission to Company’s stockholders at the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementStockholders’ Meeting.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Subject to the terms of SECTION 5.2(c) hereof, the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section SECTION 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary or advisable in accordance with Chapters 78 and 92A of the Delaware Law NRS ("Nevada Corporate Law") and its Certificate articles of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of the Company's stockholders to consider the approval and adoption of this Agreement and approval of the Merger (the "Company Stockholders' Meeting to be held Stockholder Meeting") as promptly as practicable. Subject to Section 4.6(d), and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware the OTC Bulletin Board, Nevada Corporate Law and its articles of incorporation and bylaws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Stockholder Meeting to the extent necessary to ensure that facilitate the provision of any necessary supplement or amendment to the Proxy Statement/Prospectus/Proxy Statement , provided that such supplement or amendment is provided to Company's its respective stockholders in advance of a the vote on the Merger and this Agreement to be taken at such meeting or, if as of the time for which the Company Stockholders' Stockholder Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Stockholder Meeting. The Company shall ensure that the Company Stockholders' Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' Stockholder Meeting are solicited, solicited in compliance with the Delaware Nevada Corporate Law, its Certificate articles of Incorporation incorporation and Bylawsbylaws, the rules of Nasdaq the OTC Bulletin Board and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLaws.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene an annual or special meeting of its stockholders for the Company purpose of considering and taking action on this Agreement and the Merger (the "Stockholders' Meeting Meeting"), to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 thirty (30) calendar days after the declaration Proxy Statement is cleared by the SEC. Subject to the terms of effectiveness of Section 5.4(c) hereof, the S-4, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (it being agreed and understood however, or by any withdrawalthat if this Agreement shall terminate in accordance with Section 7.1, amendment or modification of such obligation to call, give notice of, convene and hold the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementStockholders' Meeting shall terminate).

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon this Agreement and the Merger. The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and subject to Section 5.2(c) that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 35 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsproxies. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectusproxy statement/Proxy Statement prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement oror if, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectusproxy statement/Proxy Statement) prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal (as defined in Section 5.4(c)), or by any withdrawal, amendment or modification of the recommendation of the Board board of Directors directors of Company with respect to the Merger. (b) The board of directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger and/or at the Company Stockholders' Meeting. The Prospectus/Proxy Statement shall include a statement to the effect that the board of directors of the Company has unanimously recommended that Company's stockholders vote in favor of and adopt and approve this Agreement.Agreement and the Merger at the Company Stockholders' Meeting. 5.3

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement. Subject to Section 5.2(c) hereof, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its the Company's Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined in Section 5.4(a)), or by any withdrawal, amendment or modification of the recommendation of the Company Board of Directors of Company with respect to the Merger and/or this Agreement; provided, however, if the Company terminates this Agreement pursuant to Section 7.1(j) hereof, the Company not be obligated to convene and hold the Company Stockholders' Meeting.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws the Company Charter Documents to convene an annual or special meeting of its stockholders for the Company Stockholderspurpose of considering and taking action on this Agreement and the Merger (the "STOCKHOLDERS' Meeting MEETING"), to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 thirty (30) calendar days after the declaration Proxy Statement is cleared by the SEC. Subject to the terms of effectiveness of Section 5.4(c) hereof, the S-4, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq or Delaware Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will shall take all action necessary in accordance with applicable Legal Requirements (including the Delaware Law applicable rules of the NASDAQ Capital Market) to duly give notice of, set a record date for, convene and hold a meeting of its Certificate stockholders, as soon as practicable following the date that the Proxy Statement is cleared by the SEC for mailing to such stockholders (the “Clearance Date”), for the purpose of Incorporation considering and Bylaws taking action with respect to convene the Company Stockholder Approval (the “Company Stockholders' Meeting ’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Clearance Date. Subject to Section 6.3(d), the S-4, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially all reasonable efforts (including, if requested by Parent, by engaging a proxy solicitor) to solicit from its stockholders proxies in favor of the adoption Company Stockholder Approval and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by for the rules of Nasdaq or Delaware Law to obtain such approvalsCompany Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may delay, adjourn or postpone the date of the Company Stockholders' ’ Meeting (i) if and to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of obtain a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented quorum (either in person or by proxy) of its stockholders to constitute take action at the Company Stockholders’ Meeting and/or (ii) if and to the extent the Company determines in good faith that such delay, adjournment or postponement is required by applicable Legal Requirements (including in order to circulate a quorum necessary supplement or amendment to conduct the business Proxy Statement or to comply with any comments made by the SEC with respect to the Proxy Statement, or otherwise to give the Company’s stockholders sufficient time to evaluate any new information or disclosure (including any supplement or amendment to the Proxy Statement) that the Company has sent them or otherwise made available to Company’s stockholders by issuing a press release, filing materials with the SEC or otherwise, in each case, to the extent so required by applicable Legal Requirements, as determined by the Company in good faith). Notwithstanding anything contained herein to the contrary, the Company shall not be required to hold the Company Stockholders’ Meeting if this Agreement is terminated in accordance with its terms (including, without limitation, pursuant to Section 8.1(j)) before the Company Stockholders’ Meeting is held. Without the prior written consent of Parent, adoption of this Agreement (including adjournment of the Company Stockholders' ’ Meeting. , if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of adoption of this Agreement) is the only matter which the Company shall ensure that propose to be acted on by the Company’s stockholders at the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreement’ Meeting.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of the Company (the "Company ------- Stockholders' Meeting Meeting") to be held as promptly as practicable, and in any event ---------------------- (to the extent permissible under applicable lawDelaware Law and the Certificate of Incorporation and Bylaws of the Company) within 45 days after forty five (45) calendar days, following the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon this Agreement and the Merger. Subject to the terms of Section 5.2(c) hereof, the -------------- Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The Nasdaq Stock Market, Inc. or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, The Company may adjourn or postpone the Company Stockholders' Meeting (i) if and to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement Prospectus is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement orand the Merger, if or (ii) if, as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) /Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its and the Certificate of Incorporation and BylawsBylaws of the Company, the rules of The Nasdaq Stock Market, Inc. and all other applicable legal requirements. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the -------------- commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined below), or by any withholding, withdrawal, amendment amendment, modification or modification change of the recommendation of the Board of Directors of the Company with respect to this Agreement and/or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereofAgreement Date, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the a special meeting of Company Stockholders' Meeting Stockholders to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, practicable for the purpose of voting upon approval and adoption of this Agreement and approval of the MergerMerger or to secure the written consent of Company Stockholders (such meeting or written consent, the “Stockholders’ Meeting”). Subject to Section 5.10(b), Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or the Delaware Law and Company’s Certificate of Incorporation and Bylaws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' ’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of at the Company Stockholders' ’ Meeting. Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq Bylaws and all other applicable legal requirements. Company's ’s obligation to call, give notice of, convene convene, hold and hold conduct the Company Stockholders' ’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalAlternative Transaction, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, The Company will take all action necessary in accordance with the Delaware Law DGCL and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene the Company Stockholders' Stockholders Meeting to be held as promptly as reasonably practicable, and in any event event, will use all commercially reasonable efforts (to the extent permissible under applicable law) to cause the Company Stockholders Meeting to be convened within 45 42 days after the declaration of effectiveness mailing of the S-4Proxy Statement to the Company’s stockholders. Subject to Section 6.1(b), for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company may adjourn or postpone the Company Stockholders' Stockholders Meeting after consultation with Buyer (A) to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a vote on the Merger and this Agreement orAgreement, or (B) if as of the time for which the Company Stockholders' Stockholders Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Stockholders Meeting, or (C) if as of the time for which the Company Stockholders Meeting is scheduled (as set forth in the Proxy Statement) the chairman of the meeting determines, after consultation with Buyer (unless Buyer’s representatives are unavailable for such consultation), that it would be advisable to adjourn or postpone the meeting for the purpose of enabling additional beneficial stockholders’ instructions to be reflected via proxies or otherwise for the purpose of increasing stockholder participation in the Company Stockholders Meeting; and (ii) upon Buyer’s written notice (provided no later than the Business Day before the Company Stockholders Meeting and in any event at least 24 hours before the scheduled time of the Company Stockholders Meeting) that Buyer has determined in good faith that the conditions to the respective parties’ obligations set forth in Article VII are not expected to be satisfied or waived by the date of the Company Stockholders Meeting, the Company shall adjourn or postpone the Company Stockholders Meeting to the date notified by Buyer in its reasonable discretion, but before the Outside Date and to a date that would permit compliance with the requirements set forth below. The Company shall ensure that the Company Stockholders' Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' Stockholders Meeting are solicited, solicited in compliance with the Delaware Law, DGCL and its Certificate certificate of Incorporation incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this Agreementbylaws.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary or advisable in accordance with Chapters 78 and 92A of the Delaware Law NRS (“Nevada Corporate Law”) and its Certificate articles of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of the Company’s stockholders to consider the approval and adoption of this Agreement and approval of the Merger (the “Company Stockholders' Meeting to be held Stockholder Meeting”) as promptly as practicable. Subject to Section 4.6(d), and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware the OTC Bulletin Board, Nevada Corporate Law and its articles of incorporation and bylaws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Stockholder Meeting to the extent necessary to ensure that facilitate the provision of any necessary supplement or amendment to the Proxy Statement/Prospectus/Proxy Statement , provided that such supplement or amendment is provided to Company's its respective stockholders in advance of a the vote on the Merger and this Agreement to be taken at such meeting or, if as of the time for which the Company Stockholders' Stockholder Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Stockholder Meeting. The Company shall ensure that the Company Stockholders' Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' Stockholder Meeting are solicited, solicited in compliance with the Delaware Nevada Corporate Law, its Certificate articles of Incorporation incorporation and Bylawsbylaws, the rules of Nasdaq the OTC Bulletin Board and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLaws.

Meeting of Company Stockholders. (a) Promptly after If the date hereofCompany Stockholder Approval is required by law, the Company will shall take all action necessary in accordance with the Delaware Law applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of the Company’s stockholder in connection with the Merger (the “Company Stockholders' Meeting to be held Stockholder Meeting”) as promptly as practicable, and in any event (to practicable following the extent permissible under applicable law) within 45 days after the declaration of effectiveness expiration of the S-4, Offer for the purpose of voting upon this Agreement obtaining the Company Stockholder Approval. Subject to Section 6.1(c), (i) the Company’s Board of Directors shall include in the Company Proxy Statement its recommendation of approval and the Merger. Company will use its commercially reasonable efforts to solicit from adoption by its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will the other transactions contemplated hereby, (ii) neither the Company’s Board of Directors nor any committee thereof shall amend, modify, withdraw, condition or qualify the Recommendations in a manner adverse to Buyer or take any action or make any statement inconsistent with the Recommendations and (iii) the Company shall take all other lawful action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone solicit the Company Stockholders' Meeting to Stockholder Approval, including, without limitation, timely mailing the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Company Proxy Statement is provided to Company's stockholders in advance of a vote on the Statement. If Merger and this Agreement or, if as Sub shall acquire at least ninety percent (90%) of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient outstanding shares of Company Common Stock represented in the Offer (either in person or by proxy) to constitute a quorum necessary to conduct the business and is permitted under Section 253 of the Company Stockholders' Meeting. Company shall ensure that DGCL), subject to the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that satisfaction or (to the extent permitted hereunder) waiver of all proxies solicited by conditions to the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and BylawsMerger, the rules parties hereto will take all necessary actions to cause the Merger to become effective, as soon as practicable after the final acceptance of Nasdaq and all other applicable legal requirements. Company's obligation such shares pursuant to callthe Offer, give notice ofwithout a meeting of stockholders, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification 253 of the recommendation DGCL. Buyer will vote all shares of Company Common Stock it holds in favor of the Board of Directors of Company with respect to the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Registration Statement, for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to obtain such approvals and to secure the vote or consent of its stockholders required by the rules of the Nasdaq or Stock Market, Delaware Law to obtain such approvalsand its Certificate of Incorporation and Bylaws. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition ProposalProposal (as defined in Section 5.3), or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger and/or this AgreementMerger.

Meeting of Company Stockholders. (a) Promptly TeleCorp shall promptly after the date hereof, Company will hereof take all action necessary in accordance with the Delaware Law DGCL and its Certificate of Incorporation and Bylaws By-laws to convene duly call, give notice of and hold the Company TeleCorp Stockholders' Meeting as soon as practicable following the date hereof in order to be held as promptly as practicable, and in any event (permit the consummation of the First Merger prior to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the S-4Outside Date (as defined below), for the purpose of voting upon obtaining approval of the TeleCorp Proposals. Once the TeleCorp Stockholders' Meeting has been called and noticed, TeleCorp shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the TeleCorp Stockholders' Meeting. The Board of Directors of TeleCorp has declared that this Agreement is advisable and, subject to Section 6.3(b), shall recommend that this Agreement and the Mergertransactions contemplated hereby be approved and authorized by the stockholders of TeleCorp and shall include in the Registration Statement and Proxy Statement such recommendations. Company will use The Board of Directors of TeleCorp shall submit this Agreement to the stockholders of TeleCorp, whether or not the Board of Directors of TeleCorp at any time changes, withdraws or modifies its commercially reasonable efforts to recommendation. TeleCorp shall solicit from its stockholders of TeleCorp proxies in favor of the adoption and approval of this Agreement and the approval of the First Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to Company's stockholders in advance of a vote on the Merger DGCL and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation to authorize this Agreement and Bylawsthe First Merger, except to the rules extent the TeleCorp Board of Nasdaq and all other applicable legal requirementsDirectors determines in good faith, after consultation with counsel, that doing so would cause the TeleCorp Board or Directors to breach its fiduciary duties to its stockholders under the DGCL. Company's Without limiting the generality of the foregoing, (i) TeleCorp agrees that its obligation to duly call, give notice of, convene and hold the Company TeleCorp Stockholders' Meeting in accordance with as required by this Section 5.2(a) 6.4, shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the Board of Directors' recommendation of the Board of Directors of Company with respect to the First Merger and/or and this Agreement, and (ii) TeleCorp agrees that its obligations under this Section 6.4 shall not be affected by the commencement, public proposal, public disclosure or communication to TeleCorp of any Acquisition Proposal.

Meeting of Company Stockholders. (a) Promptly after After the date Registration Statement is declared effective under the Securities Act, in accordance with Section 5.1 hereof, the Company will take all action necessary in accordance with the Delaware Law and the Company Charter Documents to cause the Proxy Statement (and/or any amendment or supplement thereto) to be mailed to its Certificate of Incorporation stockholders and Bylaws to call, hold and convene the Company Stockholders' ’ Meeting to consider the adoption of this Agreement (the “Company Stockholders’ Meeting”) to be held as promptly as practicable, practicable after the date upon which all of the following have occurred: (A) the Registration Statement becomes effective and in (B) all waiting periods (and any event extensions thereof) under the HSR Act and other applicable laws relating to the transactions contemplated hereby expire or terminate early and any objections raised by any Governmental Entity with respect to the Table of Contents transactions contemplated hereby have been resolved (it being the intent of the parties that such meetings shall be held not later than forty-five (45) days after satisfaction of both clauses (A) and (B) except to the extent permissible under prohibited by applicable law) within 45 days after the declaration of effectiveness of the S-4, for the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsLegal Requirements). 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 Prospectus/Proxy Statement is provided to Company's its stockholders in advance of a the vote on the Merger and this Agreement to be taken at such meeting or, if as of the time for which the Company Stockholders' ’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company such Stockholders' ’ Meeting. The Company shall ensure that the Company Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the Company Stockholders' ’ Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger and/or this AgreementLegal Requirements.

Meeting of Company Stockholders. (a) Promptly after the date hereof, the Company will shall take all action reasonably necessary in accordance with the Delaware Nevada Law and its Certificate of Incorporation and Bylaws to convene the Company StockholdersCharter Documents to call, hold and convene an annual or special meeting of its stockholders for the purpose of considering and taking action on this Agreement and the Merger (the "STOCKHOLDERS' Meeting MEETING"), to be held as promptly as practicable, and and, subject to the Company's right to adjourn or postpone the Stockholders' Meeting pursuant to this SECTION 5.2(A), in any event within thirty (to the extent permissible under applicable law30) within 45 calendar days after the declaration of effectiveness Proxy Statement is mailed to the stockholders of the S-4Company. Subject to the terms of SECTION 5.4(C) hereof, for the purpose of voting upon this Agreement and the Merger. Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq or Delaware Nevada Law to obtain such approvals. 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 Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Nevada Law, its Certificate of Incorporation and Bylawsthe Company Charter Documents, the rules of the Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(aSECTION 5.2(A) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal (as defined in SECTION 5.4(D) hereof). For the avoidance of doubt, the Company shall not be required to call, give notice of, convene or by any withdrawalhold the Stockholders' Meeting if this Agreement has been validly terminated (including, amendment or modification in the case of termination pursuant to SECTION 7.1(E), the payment of the recommendation Termination Fee) in accordance with Article VII hereof. The Company shall not submit to the vote of its stockholders any Acquisition Proposal or publicly propose or resolve to do so, unless this Agreement has been validly terminated (including, in the case of termination pursuant to Section 7.1(E), the payment of the Board of Directors of Company Termination Fee) in accordance with respect to the Merger and/or this AgreementArticle VII hereof.

Meeting of Company Stockholders. (a) Promptly As soon as practicable after ------- -- ------- ------------ the date hereof, Company will take all action necessary but in accordance with no event earlier than five (5) Business Days after delivery of the Delaware Law and its Certificate of Incorporation and Bylaws Information Statement to convene the Stockholders, the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness shall hold a special meeting of the S-4Stockholders, or solicit a request for written consent, to consider and vote upon the purpose of voting upon this Agreement and the Merger. Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the Merger and the other transactions contemplated hereby. The Company shall recommend to its stockholders the approval of this Agreement and the Merger and will take all the other action necessary transactions contemplated hereby and shall use its best efforts to solicit and obtain the requisite vote of approval. Nothing in this Section 6.08 shall be deemed to amend or advisable modify the obligations of any party under any separate agreement to secure which the vote Company and/or Parent is a party, including but not limited to the Voting Agreement. Parent and the Company shall use their respective commercially reasonable best efforts to prepare, and the Company shall furnish to its stockholders, the Information Statement soliciting a vote, whether at a meeting of the Stockholders, or consent by written consent, to ratify, approve and adopt the Merger Agreement and the Merger and the other transactions contemplated by this Agreement. In addition, the Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock that may be received by the Stockholders in the Merger. Parent and the Company shall each use reasonable best efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent and the Company hereby (i) consents to the use of its stockholders required by name and, on behalf of its subsidiaries and affiliates, the rules names of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything subsidiaries and affiliates and to the contrary contained inclusion of financial statements and business information relating to such party and its subsidiaries and affiliates (in this Agreementeach case, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary required by applicable securities laws) in the Information Statement, (ii) agrees to ensure that any necessary supplement or amendment provide promptly to the Prospectus/Proxy Statement is provided to Company's stockholders other such information concerning it and its respective affiliates, directors, officers and securityholders as, in advance of a vote on the Merger and this Agreement or, if as reasonable judgment of the time other party or its counsel, may be required or appropriate for which Company Stockholders' Meeting is originally scheduled (as set forth inclusion in the Prospectus/Proxy Information Statement, or in any amendments or supplements thereto, and (iii) there are insufficient shares of Company Common Stock represented (either agrees to cause its counsel and auditors to cooperate with the other's counsel and auditors in person or by proxy) to constitute a quorum necessary to conduct the business preparation of the Information Statement. The Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conductedwill promptly advise Parent, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicitedParent will promptly advise Company, in compliance with writing if at any time prior to the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Effective Time either Company Stockholders' Meeting in accordance with this Section 5.2(a) or Parent shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company obtain knowledge of any Acquisition Proposal, facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by any withdrawal, amendment reference therein not misleading or modification of to comply with applicable law. The Information Statement shall contain the recommendation of the Board of Directors of Company that the Company Stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement, and the conclusion of the Board of Directors of the Company that the terms and conditions of this Agreement and the Merger are fair and reasonable and in the best interests of Company and the Stockholders. The Information Statement shall include as an attachment a Stockholder Questionnaire. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Information Statement relating to the Merger and the transactions contemplated by this Agreement will, at the date it is first mailed to the Company's stockholders and at the time of the meeting of the Company's stockholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Subcorp specifically for inclusion or incorporation by reference in the Merger and/or this AgreementInformation Statement.