Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and Company will take all action necessary or advisable in accordance with applicable Legal Requirements and its certificate of incorporation or articles of incorporation and bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent and Company will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and Company will use reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement and (ii) secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company), (B) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent and Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent), its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and the Company will take all action necessary or advisable in accordance with applicable Legal Requirements Delaware Law and its certificate of incorporation or articles of incorporation and bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of the Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days after the declaration of effectiveness of the Registration Statement. Each of Parent and the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of Parent, the Share Stock Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of the Company, the adoption of this Agreement and (ii) will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Legal Requirements Delaware Law to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (Ai) to provide ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters Issuance (in the case of Parent) or the adoption of this Agreement (in the case of the Company), or (Bii) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)Delaware Law, its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Actdate hereof, each of Parent ----------------------- Avanex and Company Oplink will take all action necessary or advisable in accordance with applicable Legal Requirements Delaware Law and its certificate respective Certificate of incorporation or articles of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders the Oplink Stockholders' Meeting and the Avanex Stockholders' Meeting to consider, in the case of ParentAvanex, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of CompanyOplink, approval and adoption of this Agreement and approval of the Merger, respectively (each, a “"Stockholders’ ' Meeting”) "), to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent and Company will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholderspracticable. Subject to Section 5.3(d), each of Parent Avanex and Company Oplink will use its commercially reasonable best efforts to (i) solicit from their its respective stockholders proxies in favor of, in the case of ParentAvanex, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of CompanyOplink, the approval and adoption of this Agreement and (ii) approval of the Merger, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq or applicable Legal Requirements Delaware Law to obtain such approvals, including including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent Avanex or CompanyOplink, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (A) to provide facilitate the provision of any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote on the Share Issuanceto be taken at such meeting or, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company), (B) if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of capital stock Common Stock of Avanex or Oplink, as the case may be, represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ ' Meeting. Each of Parent Avanex and Company Oplink shall ensure that its respective Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its the Stockholders’ ' Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)Delaware Law, its certificate Certificate of incorporation or articles of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent Avanex or CompanyOplink, as the case may be, to call, give notice of, convene and hold its 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 it of any Acquisition Proposal (as defined in Section 5.3(g)(i5.3(g)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the TransactionMerger, this Agreement, the Charter Amendment, Agreement and/or the Share Issuance and/or the Annual Meeting MattersIssuance.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent NPS and Company Enzon will take all action necessary or advisable in accordance with applicable Legal Requirements the DGCL and its certificate respective Certificate of incorporation or articles of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in consider the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “"Stockholders’ ' Meeting”") to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent NPS and Company Enzon will use reasonable best efforts to hold their respective Stockholders’ ' Meetings on the same date. In date and at the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholderssame time. Subject to the terms of Section 5.3(d)) hereof, each of Parent NPS and Company Enzon will use commercially reasonable best efforts to (i) solicit from their its respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement Agreement, and (ii) will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq the NASD or applicable Legal Requirements the NASDAQ or the DGCL to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent NPS or CompanyEnzon, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (A) to provide ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the a vote on the Share Issuance, the Charter Amendment Mergers and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company)or, (B) if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock NPS Common Stock or Enzon Common Stock (as the case may be) represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ ' Meeting. Each of Parent NPS and Company Enzon shall ensure that its respective Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ ' Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)DGCL, its certificate Certificate of incorporation or articles of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NASD and NASDAQ and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Actfollowing execution of this ----------------------- Agreement, each of Parent Xxxxxxx and Company RMSI will take all action necessary or advisable in accordance with applicable Legal Requirements law and its certificate of incorporation or articles of incorporation their respective charter and bylaws to call, hold and convene a meeting of its their respective stockholders to consider, in the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after to consider and vote upon the declaration approval of effectiveness this Agreement and the consummation of the Registration Statementtransactions contemplated hereby. Each The Board of Parent Directors of each of Xxxxxxx and Company will RMSI has recommended that their respective stockholders approve this Agreement and the transactions contemplated hereby and each of Xxxxxxx and RMSI shall use their reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and Company will use reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement and (ii) secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvalsapproval, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreementincluding, Parent or Companywithout limitation, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to by timely mailing the Proxy Statement/Prospectus to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company), (B) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent and Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent), its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal Statement (as defined in Section 5.3(g)(i)6.7 hereof) with respect to itXxxxxxx'x stockholders; provided, or by any withdrawalhowever, amendment or modification of that nothing contained in this -------- ------- Section 6.3 shall prohibit the recommendation of its Board of Directors of Xxxxxxx from changing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Directors of Xxxxxxx has determined in good faith, after consultation with and in reliance upon the advice of Xxxxxxx, Procter & Xxxx LLP, or another nationally recognized firm selected by Xxxxxxx, that the failure to do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Proxy Statement that (i) Xxxxxxx shall have received a "comfort" letter from Ernst & Young, L.L.P., independent public accountants for RMSI, dated as of a date within two business days before the date on which the Proxy Statement, with respect to the Transactionfinancial statements of RMSI included or incorporated in the Proxy Statement is first mailed to stockholders, this Agreementin form and substance reasonably satisfactory to Xxxxxxx, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Charter AmendmentProxy Statement; and (ii) RMSI shall have received a "comfort" letter from Xxxxxx Xxxxxxxx LLP, independent public accountants for Xxxxxxx, dated as of a date within two business days before the Share Issuance and/or date on which the Annual Meeting MattersProxy Statement, with respect to the financial statements of Xxxxxxx included or incorporated in the Proxy Statement is first mailed to stockholders, in form and substance reasonably satisfactory to RMSI, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent HP and Company Compaq will take all action necessary or advisable in accordance with applicable Legal Requirements Delaware Law and its certificate respective Certificate of incorporation or articles of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of ParentHP, the Share Stock Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of CompanyCompaq, adoption and approval of this Agreement and approval of the Merger (each, a “Stockholders’ Meeting”"STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of Parent HP and Company Compaq will use all reasonable best efforts to hold their respective Stockholders’ ' Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent HP and Company Compaq will use all reasonable best efforts to (i) solicit from their its respective stockholders proxies in favor of, in the case of ParentHP, the Share Stock Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of CompanyCompaq, the adoption and approval of this Agreement and (ii) the approval of the Merger, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq NYSE or applicable Legal Requirements the Pacific Stock Exchange ("PCX") or Delaware Law to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent HP or CompanyCompaq, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (A) to provide ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement/Prospectus Statement is provided to its respective stockholders in advance of the a vote on the Share Issuance, the Charter Amendment Merger and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company)or, (B) if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of capital stock Common Stock of HP or Compaq, as the case may be, represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ ' Meeting. Each of Parent HP and Company Compaq shall ensure that its respective Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with its the Stockholders’ ' Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)Delaware Law, its certificate Certificate of incorporation or articles of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NYSE and PCX and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and The Company will shall take all action actions necessary or advisable in accordance with applicable Legal Requirements the DGCL and its certificate Certificate of incorporation or articles of incorporation Incorporation and bylaws to duly call, give notice of, convene and hold and convene a meeting of its stockholders to consider, in the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent to consider and Company will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and Company will use reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (ii) secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company"Meeting"), (B) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent and Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent), its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The Company's obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ the Meeting in accordance with this Section 5.2(a) 4.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it the Company of any proposal for a Third Party Acquisition Proposal (as defined in Section 5.3(g)(i4.3)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its the Company Board of Directors with respect to the TransactionMerger. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.3(b). The Company and the Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Company Financial Advisor that the Exchange Ratio is fair from a financial point of view to the holders of the Shares. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable after such filing. Whenever any event occurs which is required to be set forth in an amendment or supplement to the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Charter Amendment, Company may adjourn or postpone (i) the Share Issuance Meeting to the extent necessary to ensure that any necessary supplement or amendment to the S-4 and/or the Annual Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting Mattersis originally scheduled (as set forth in the S-4 and the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested. Section 4.6.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under date hereof, the Securities Act, each of Parent and Company will take all action necessary or advisable in accordance with applicable Legal Requirements Delaware Law and its certificate of incorporation or articles of incorporation and bylaws to call, hold and convene a meeting of its stockholders to consider, in consider the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement and approval of the Merger and the transactions contemplated hereby (each, a the “Company Stockholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent and Company will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholderspracticable. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to (i) solicit from their respective its stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement and (ii) approval of the Merger and the transactions contemplated hereby 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 applicable Legal Requirements Delaware Law to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or Company, as the case may be, Company may adjourn or postpone its the Company Stockholders’ Meeting to the extent necessary (Ai) to provide ensure that any necessary supplement or amendment to the Company Proxy Statement/Prospectus Statement is provided to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement and approval of the Merger and the transactions contemplated hereby, or (in the case of Company), (Bii) if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Company Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Company Stockholders’ Meeting. Each of Parent and , the Company shall ensure that its respective the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its the Company Stockholders’ Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)Delaware Law, its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq Charter Documents and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and The Company will shall take all action actions necessary or advisable in accordance with applicable Legal Requirements the DGCL and its certificate Certificate of incorporation or articles of incorporation Incorporation and bylaws to duly call, give notice of, convene and hold and convene a meeting of its stockholders to consider, in the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent to consider and Company will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and Company will use reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (ii) secure the vote or consent of its stockholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to its respective stockholders in advance of the vote on the Share Issuance, the Charter Amendment and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company"Meeting"), (B) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent and Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent), its certificate of incorporation or articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The Company's obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ the Meeting in accordance with this Section 5.2(a) 4.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it the Company of any proposal for a Third Party Acquisition Proposal (as defined in Section 5.3(g)(i4.3)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its the Company Board of Directors with respect to the TransactionMerger. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.3(b). The Company and the Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Company Financial Advisor that the Exchange Ratio is fair from a financial point of view to the holders of the Shares. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable after such filing. Whenever any event occurs which is required to be set forth in an amendment or supplement to the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Charter Amendment, Company may adjourn or postpone (i) the Share Issuance Meeting to the extent necessary to ensure that any necessary supplement or amendment to the S-4 and/or the Annual Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting Mattersis originally scheduled (as set forth in the S-4 and the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under date hereof, the Securities Act, each of Parent and Company will Seller shall take all action necessary or advisable in accordance with applicable Legal Requirements the Delaware General Corporation Law (the “DGCL”) and its the Seller’s certificate of incorporation or articles of incorporation and bylaws to call, give notice of and hold and convene a meeting of its stockholders to consider, in (the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after practicable, for the declaration of effectiveness purposes of: (a) voting on the sale of the Registration StatementTransferred Assets to the Purchaser; (b) voting on a proposal to change the name of the Seller; (c) at the Seller’s option, voting on a proposal with respect to the dissolution and liquidation of the Seller; and (d) at the Seller’s option voting on the election of directors of the Seller. Each of Parent and Company will The Seller shall use its commercially reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholders. Subject to Section 5.3(d), each of Parent and Company will use reasonable best efforts to (i) solicit from their respective its stockholders proxies in favor of, of the approval of the sale of the Transferred Assets to the Purchaser and in favor of the other proposals referred to in the case of Parentpreceding sentence, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement and (ii) will take all other action necessary or advisable to secure the vote or consent of its stockholders such approval as required by the rules of the Nasdaq National Market or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitationthe DGCL. Notwithstanding anything to the contrary contained in this Agreement, Parent or Companythe Seller may (and at the request of the Purchaser, as the case may be, may Seller shall) adjourn or postpone its the Stockholders’ Meeting Meeting: (a) to the extent necessary (A) to provide ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus Statement (as defined in Section 4.5) is provided to its respective stockholders stockholders, in advance of the a vote on the Share Issuance, matters to be voted on at the Charter Amendment and the Annual Meeting Matters Stockholders’ Meeting; or (in the case of Parent) or the adoption of this Agreement (in the case of Company), (Bb) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of the Seller’s capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such the Stockholders’ Meeting (it being understood that the adjournment or postponement in the case referred to in this clause “(C) if additional b)” shall be for a period of time is reasonably required necessary to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meetingobtain shares constituting a quorum). Each of Parent and Company The Seller shall ensure that its respective the Stockholders’ Meeting is called, noticed, convened, held noticed and conductedheld, and that all proxies solicited by it the Seller in connection with its the Stockholders’ Meeting are solicited, in compliance with DGCL, the DGCL (in the case of Company) or the CCC (in the case of Parent), its Seller’s certificate of incorporation or articles of incorporation and bylaws, the rules of the Nasdaq National Market and all other applicable Legal Requirements. The obligation Purchaser shall cause any shares of Parent or Company, as capital stock of the case may be, Seller owned by the Purchaser to call, give notice of, convene be voted in favor of the sale of the Transferred Assets to the Purchaser and hold its Stockholders’ Meeting in accordance with favor of the other proposals referred to in the first sentence of this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters4.4.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent NPS and Company Enzon will take all action necessary or advisable in accordance with applicable Legal Requirements the DGCL and its certificate respective Certificate of incorporation or articles of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in consider the case of Parent, the Share Issuance, the Charter Amendment, and the Annual Meeting Matters, and, in the case of Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement. Each of Parent NPS and Company Enzon will use reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. In date and at the case of Parent, such Stockholders’ Meeting shall also function and operate as Parent’s 2010 Annual Meeting of Shareholderssame time. Subject to the terms of Section 5.3(d)) hereof, each of Parent NPS and Company Enzon will use commercially reasonable best efforts to (i) solicit from their its respective stockholders proxies in favor of, in the case of Parent, the Share Issuance, the Charter Amendment and the Annual Meeting Matters and, in the case of Company, the adoption of this Agreement Agreement, and (ii) will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq the NASD or applicable Legal Requirements the NASDAQ or the DGCL to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent NPS or CompanyEnzon, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (A) to provide ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the a vote on the Share Issuance, the Charter Amendment Mergers and the Annual Meeting Matters (in the case of Parent) or the adoption of this Agreement (in the case of Company)or, (B) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock NPS Common Stock or Enzon Common Stock (as the case may be) represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting or (C) if additional time is reasonably required to solicit proxies in favor of approval of the matters to be voted upon at such Stockholders’ Meeting. Each of Parent NPS and Company Enzon shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, solicited in compliance with the DGCL (in the case of Company) or the CCC (in the case of Parent)DGCL, its certificate Certificate of incorporation or articles of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NASD and NASDAQ and all other applicable Legal Requirements. The obligation of Parent or Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)(i)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Transaction, this Agreement, the Charter Amendment, the Share Issuance and/or the Annual Meeting Matters.