Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company agrees that it shall, on the same day that Merger Subsidiary and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines in good faith, after consultation with and receipt of advice of outside legal counsel, that it is required in order for its directors to comply with their respective fiduciary duties under applicable law to withdraw, modify or qualify its recommendation in a manner adverse to Parent in response to a Superior Proposal.

Meeting of Stockholders. The Company agrees that it shallPromptly following execution of this ----------------------- Agreement, on each of Xxxxxxx and RMSI will take all action necessary in accordance with applicable law and their respective charter and bylaws to convene a meeting of their respective stockholders as promptly as practicable to consider and vote upon the same day that Merger Subsidiary approval of this Agreement and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions consummation of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities lawstransactions contemplated hereby. The CompanyBoard of Directors of each of Xxxxxxx and 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 obtain such approval, Parent and Merger Subsidiary each agrees promptly including, without limitation, by timely mailing the Proxy Statement (as defined in Section 6.7 hereof) to correct any information provided by it for use Xxxxxxx'x stockholders; provided, however, that nothing contained in this -------- ------- Section 6.3 shall prohibit the Schedule 14D-9 Board of Directors of Xxxxxxx from changing such recommendation or using their reasonable best efforts to obtain such approval if the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders Board of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation Directors of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Xxxxxxx has determined in good faith, after consultation with and receipt of in reliance upon the advice of outside legal counselXxxxxxx, Procter & Xxxx LLP, or another nationally recognized firm selected by Xxxxxxx, that it is required in order for its directors the failure to comply with their respective do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Proxy Statement that (i) Xxxxxxx shall have received a "comfort" letter from Ernst & Young, modify 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 financial statements of RMSI included or qualify its recommendation incorporated in the Proxy Statement is first mailed to stockholders, in 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 Proxy Statement; and (ii) RMSI shall have received a manner adverse "comfort" letter from Xxxxxx Xxxxxxxx LLP, independent public accountants for Xxxxxxx, dated as of a date within two business days before the date on which the Proxy Statement, with respect to Parent the financial statements of Xxxxxxx included or incorporated in response the Proxy Statement is first mailed to a Superior Proposalstockholders, 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. The Exodus shall promptly after the date hereof take all action necessary in accordance with Delaware Law, Nasdaq rules and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company agrees regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that it shall, any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the same day that Merger Subsidiary (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and Parent file time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the SEC commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the Schedule 14D-1, file with recommendation of the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 Board of Directors of Exodus with respect to the Tender Offer (including exhibits, and as amended Merger. Exodus shall use its best efforts to solicit from time to time, the "Schedule 14D-9"), which shall reflect the actions stockholders of Exodus proxies in favor of the board issuance of directors share of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use Exodus Common Stock in the Schedule 14D-9 Merger and shall, subject to the extent that it shall have become false or misleading in any material respect. The Company agrees to Exodus board's fiduciary duty, take all steps other action necessary or advisable to cause secure the Schedule 14D-9 as so corrected vote or consent of stockholders required to be filed with effect the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines in good faith, after consultation with and receipt of advice of outside legal counsel, that it is required in order for its directors to comply with their respective fiduciary duties under applicable law to withdraw, modify or qualify its recommendation in a manner adverse to Parent in response to a Superior ProposalMerger.

Meeting of Stockholders. The Company agrees Trust will take all action necessary in accordance with applicable law and its Declaration of Trust and other organizational documents to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby. The Board of Trustees of the Trust, subject to Section 7.1, shall unanimously recommend that it shall, on its shareholders approve this Agreement and the same day that Merger Subsidiary transactions contemplated hereby and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect adoption of an amendment to the Tender Offer (including exhibitsits Declaration of Trust authorizing merger, and the Trust shall use its reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the proxy statement/prospectus contained in the Form S-4 (as amended from time defined in Section 7.7 hereof) to timeits shareholders and including such recommendation within such Form S-4; provided, however, that nothing contained in this Section 7.3 shall prohibit the "Schedule 14D-9"), which shall reflect the actions Board of Trustees of the board Trust from failing to make or withdrawing such recommendation or using their reasonable best efforts to obtain such approval if the Board of directors Trustees of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Trust has determined in good faith, after consultation with and receipt of based upon the advice of outside legal counsel, that it such action is required in order necessary for its directors such Board of Trustees to comply with their respective its fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Form S-4 that (i) Lexington shall have received a "comfort" letter from Ernst & Young, modify independent public accountants for the Trust, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Trust included or qualify its recommendation incorporated in the Form S-4, in form and substance reasonably satisfactory to Lexington, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration 26 32 statements and proxy statements similar to the Form S-4, and (ii) the Trust shall have received a manner adverse "comfort" letter from KPMG Peat Marwick, independent public accountants for Lexington, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to Parent the financial statements of Lexington included or incorporated in response the Form S-4, in form and substance reasonably satisfactory to a Superior Proposalthe Trust, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4.

Meeting of Stockholders. The Company agrees Trust will take all action necessary in accordance with applicable law and its Declaration of Trust and other organizational documents to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby. The Board of Trustees of the Trust, subject to Section 7.1, shall unanimously recommend that it shall, on its shareholders approve this Agreement and the same day that Merger Subsidiary transactions contemplated hereby and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect adoption of an amendment to the Tender Offer (including exhibitsits Declaration of Trust authorizing merger, and the Trust shall use its reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the proxy statement/prospectus contained in the Form S-4 (as amended from time defined in Section 7.7 hereof) to timeits shareholders and including such recommendation within such Form S-4; provided, however, that nothing contained in this Section 7.3 shall prohibit the "Schedule 14D-9"), which shall reflect the actions Board of Trustees of the board Trust from failing to make or withdrawing such recommendation or using their reasonable best efforts to obtain such approval if the Board of directors Trustees of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Trust has determined in good faith, after consultation with and receipt of based upon the advice of outside legal counsel, that it such action is required in order necessary for its directors such Board of Trustees to comply with their respective its fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Form S-4 that (i) Lexington shall have received a "comfort" letter from Ernst & Young, modify independent public accountants for the Trust, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Trust included or qualify its recommendation incorporated in the Form S-4, in form and substance reasonably satisfactory to Lexington, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4, and (ii) the Trust shall have received a manner adverse "comfort" letter from KPMG Peat Marwick, independent public accountants for Lexington, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to Parent the financial statements of Lexington included or incorporated in response the Form S-4, in form and substance reasonably satisfactory to a Superior Proposalthe Trust, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4.

Meeting of Stockholders. The Company agrees that it shallPromptly following execution of this Agreement, on each of Merkxxx xxx RMSI will take all action necessary in accordance with applicable law and their respective charter and bylaws to convene a meeting of their respective stockholders as promptly as practicable to consider and vote upon the same day that Merger Subsidiary approval of this Agreement and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions consummation of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities lawstransactions contemplated hereby. The CompanyBoard of Directors of each of Merkxxx xxx RMSI has recommended that their respective stockholders approve this Agreement and the transactions contemplated hereby and each of Merkxxx xxx RMSI shall use their reasonable best efforts to obtain such approval, Parent and Merger Subsidiary each agrees promptly including, without limitation, by timely mailing the Proxy Statement (as defined in Section 6.7 hereof) to correct any information provided by it for use Merkxxx'x xxxckholders; provided, however, that nothing contained in this Section 6.3 shall prohibit the Schedule 14D-9 Board of Directors of Merkxxx xxxm changing such recommendation or using their reasonable best efforts to obtain such approval if the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders Board of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation Directors of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Merkxxx xxx determined in good faith, after consultation with and receipt of in reliance upon the advice of outside legal counselGoodxxx, that it is required in order for its directors Xxocter & Hoar XXX, or another nationally recognized firm selected by Merkxxx, xxat the failure to comply with their respective do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Proxy Statement that (i) Merkxxx xxxll have received a "comfort" letter from Ernst & Young, modify 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 financial statements of RMSI included or qualify its recommendation incorporated in the Proxy Statement is first mailed to stockholders, in form and substance reasonably satisfactory to Merkxxx, xxd customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement; and (ii) RMSI shall have received a manner adverse "comfort" letter from Arthxx Xxxexxxx XXX, independent public accountants for Merkxxx, xxted as of a date within two business days before the date on which the Proxy Statement, with respect to Parent the financial statements of Merkxxx xxxluded or incorporated in response the Proxy Statement is first mailed to a Superior Proposalstockholders, 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. The Company agrees that it shallPromptly following execution of this Agreement, on each of Xxxxxxx and RMSI will take all action necessary in accordance with applicable law and their respective charter and bylaws to convene a meeting of their respective stockholders as promptly as practicable to consider and vote upon the same day that Merger Subsidiary approval of this Agreement and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions consummation of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities lawstransactions contemplated hereby. The CompanyBoard of Directors of each of Xxxxxxx and 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 obtain such approval, Parent and Merger Subsidiary each agrees promptly including, without limitation, by timely mailing the Proxy Statement (as defined in Section 6.7 hereof) to correct any information provided by it for use Xxxxxxx'x stockholders; provided, however, that nothing contained in this Section 6.3 shall prohibit the Schedule 14D-9 Board of Directors of Xxxxxxx from changing such recommendation or using their reasonable best efforts to obtain such approval if the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders Board of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation Directors of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Xxxxxxx has determined in good faith, after consultation with and receipt of in reliance upon the advice of outside legal counselXxxxxxx, Procter & Xxxx LLP, or another nationally recognized firm selected by Xxxxxxx, that it is required in order for its directors the failure to comply with their respective do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Proxy Statement that (i) Xxxxxxx shall have received a "comfort" letter from Ernst & Young, modify 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 financial statements of RMSI included or qualify its recommendation incorporated in the Proxy Statement is first mailed to stockholders, in 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 Proxy Statement; and (ii) RMSI shall have received a manner adverse "comfort" letter from Xxxxxx Xxxxxxxx LLP, independent public accountants for Xxxxxxx, dated as of a date within two business days before the date on which the Proxy Statement, with respect to Parent the financial statements of Xxxxxxx included or incorporated in response the Proxy Statement is first mailed to a Superior Proposalstockholders, 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. The Company agrees that it shall, on as promptly as practicable after the same day that Merger Subsidiary Agreement Date, establish a record date (which date will be as promptly as practicable following the Agreement Date) for, duly call, give notice of, convene and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to timehold, the "Schedule 14D-9"), which shall reflect Company Stockholders Meeting for the actions sole purpose of obtaining the board of directors Company Stockholders Approval. The Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the Company referred Stockholders Approval and will take all other action reasonably necessary or advisable to above obtain such approvals and shall comply to secure the vote or consent of its stockholders required by and in all material respects compliance with the provisions rules and regulations of applicable federal securities lawsNASDAQ, Delaware Law and its Certificate of Incorporation and Bylaws. The CompanyCompany (i) shall consult with Parent regarding the date of the Company Stockholder Meeting, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in (ii) shall not postpone or adjourn the Schedule 14D-9 Company Stockholder Meeting without the prior written consent of Parent; provided, however, that the Company may adjourn or postpone the Company Stockholders Meeting to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause ensure that (i) any necessary (which determination shall not be made until after consultation with Parent) supplement or amendment to the Schedule 14D-9 Proxy Statement is provided to the Company’s stockholders in advance of a vote on the Merger and this Agreement, (ii) if, as so corrected of the time that the Company Stockholders Meeting is originally 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, or (iii) if, as of the time that the Company Stockholders Meeting is originally scheduled, adjournment of the Company Stockholders Meeting is necessary to enable the Company to solicit additional proxies if there are not sufficient votes in favor of the Company Stockholders Approval. Without the prior written consent of Parent, approval of this Agreement and the Merger (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 the Company Stockholder Approval) is the only matter which the Company shall propose to be filed with acted on by the SEC and to be disseminated to holders of Common Shares, in each case as and to Company’s stockholders at the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SECCompany Stockholders Meeting. The Company shall provide Parent ensure that the Company Stockholders Meeting is called, noticed, convened, held and Merger Subsidiaryconducted, and their counsel, that all proxies solicited by it in connection with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or Stockholders Meeting are solicited in compliance with Delaware Law, its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent Certificate of Incorporation and Merger Subsidiary Bylaws and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines in good faith, after consultation with and receipt of advice of outside legal counsel, that it is required in order for its directors to comply with their respective fiduciary duties under other applicable law to withdraw, modify or qualify its recommendation in a manner adverse to Parent in response to a Superior ProposalLegal Requirements.

Meeting of Stockholders. The Company agrees that it shallPromptly following execution of this Agreement, on each of Merkxxx xxx RMSI will take all action necessary in accordance with applicable law and their respective charter and bylaws to convene a meeting of their respective stockholders as promptly as practicable to consider and vote upon the same day that Merger Subsidiary approval of this Agreement and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions consummation of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities lawstransactions contemplated hereby. The CompanyBoard of Directors of each of Merkxxx xxx RMSI has recommended that their respective stockholders approve this Agreement and the transactions contemplated hereby and each of Merkxxx xxx RMSI shall use their reasonable best efforts to obtain such approval, Parent and Merger Subsidiary each agrees promptly including, without limitation, by timely mailing the Proxy Statement (as defined in Section 6.7 hereof) to correct any information provided by it for use Merkxxx'x xxxckholders; provided, however, that nothing contained in this Section 6.3 shall prohibit the Schedule 14D-9 Board of Directors of Merkxxx xxxm changing such recommendation or using their reasonable best efforts to obtain such approval if the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders Board of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation Directors of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Tender Offer or this Agreement. The Schedule 14D-9 shall contain the recommendation of the board of directors of the Company that the holders of Common Shares accept the Tender Offer, unless the Company's board of directors determines Merkxxx xxx determined in good faith, after consultation with and receipt of in reliance upon the advice of outside legal counselGoodxxx, that it is required in order for its directors Xxocter & Hoar XXX, or another nationally recognized firm selected by Merkxxx, xxat the failure to comply with their respective do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law law. It shall be a condition to withdrawthe mailing of the Proxy Statement that (i) Merkxxx xxxll have received a "comfort" letter from Ernst & Young, modify 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 financial statements of RMSI included or qualify its recommendation incorporated in the Proxy Statement is first mailed to stockholders, in form and substance reasonably satisfactory to Merkxxx, xxd customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Proxy Statement; and (ii) RMSI shall have received a manner adverse "comfort" letter from Arthxx Xxxexxxx XXX, independent public accountants for Merkxxx, xxted as of a date within two business days before the date on which the Proxy Statement, with respect to Parent the financial statements of Merkxxx xxxluded or incorporated in response the Proxy Statement is first mailed to a Superior Proposal.stockholders, in form and substance reasonably satisfactory to RMSI, and customary in scope and substance for