Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal. 6.14.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall will take all action necessary, steps necessary in accordance with applicable law its Articles of Incorporation and its charter Bylaws and bylaws, the IBCL to duly call, give notice of, convene and hold a meeting of its stockholders to consider (the "COMPANY STOCKHOLDER MEETING") as soon as practicable (and vote upon in any event within 45 days) after the adoption and approval effectiveness of the MergerRegistration Statement, for the purpose of approving this Agreement and the Transactions (except transactions contemplated hereby and for such other purposes as may be necessary. Unless this Agreement is terminated in accordance with its terms, the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect Board (subject to the timing provisions of their respective stockholder meetings and shall endeavor Section 5.2) will (i) recommend to hold such meetings on its stockholders the same day. The stockholder vote required for the adoption and approval of this Agreement, the transactions contemplated hereby and any other matters to be submitted to the stockholders in connection therewith, to the extent that such approval is required by applicable law in order to consummate the Merger, and (ii) use its reasonable good faith efforts to obtain the approval by its stockholders of this Agreement and the Transactions transactions contemplated hereby. (except b) If at any time after the date hereof, the Company Charter Amendment, in the case of Acquiror) Board shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, recommendation of this Agreement or the Merger orpursuant to Section 5.2 hereof, except the Company acknowledges that, notwithstanding the provisions of paragraph 7 of the Confidentiality Letter dated November 27, 2001, Parent may take such action as permitted Parent may choose in its own discretion which would not require the approval of the Company Board, including, without limitation a tender offer conducted pursuant to the Exchange Act, to obtain any or all of the capital stock of the Company or any or all of the assets of the Company and the Company Subsidiaries. Parent and the Company hereby acknowledge and agree that, if the Company Board withdraws or modifies its recommendation of this Agreement or the Merger pursuant to Section 5.2 hereof, the provisions of paragraph 7 of the Confidentiality Letter dated November 27, 2001 shall terminate and be of no further force or effect; provided, however, that all of the other provisions of such letter shall remain in full force and effect. (c) Parent will take all steps necessary in accordance with its Certificate of Incorporation and By-Laws and the DGCL to call, give notice of, convene and hold a meeting of its stockholders (the "PARENT STOCKHOLDER MEETING") as soon as practicable (and in any event within 45 days) after the effectiveness of the Registration Statement, for the purpose of approving and adopting this Agreement and the transactions contemplated hereby, approving the issuance of the Parent Shares upon consummation of the Merger and for such other purposes as may be necessary. Unless this Agreement shall have been validly terminated as provided herein, Board of Directors will (i) recommend to its stockholders the approval and adoption of this Agreement, and (ii) use its reasonable good faith efforts to obtain the approval by its stockholders of this Agreement and the transactions contemplated hereby. (d) The Company and Parent shall cause the definitive Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Registration Statement is declared effective by the preceding sentenceSEC. At the stockholders' meetings, approve each of the Company and Parent shall vote or recommend, or propose publicly cause to approve or recommend, an Acquisition Proposalbe voted in favor of approval and/or adoption of this Agreement all capital stock entitled to vote at such meetings as to which they hold proxies at such time.

Meetings of Stockholders. Subject to (a) Company shall promptly after the terms and conditions of this Agreement, each of the Company and Acquiror shall date hereof take all action necessary, necessary in accordance with applicable law Delaware Law and its charter Certificate of Incorporation and bylaws, Bylaws to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter AmendmentStockholders Meeting, as promptly as practicable, and in the case any event within forty-five (45) days of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/ProspectusProspectus being declared effective by the SEC. Nothing contained in Company shall also consult with Parent regarding the preceding sentence shall prohibit date of the Company from taking Stockholders Meeting and disclosing to its stockholders shall not postpone or adjourn (other than for the absence of a position contemplated by Rule 14e-2(aquorum) promulgated under the Exchange Act or from making any disclosure to the Company or Stockholders Meeting without the Company's consent of Parent unless this Agreement is first terminated by Company pursuant to Article VII hereof. Subject to Section 5.1, Company shall use all commercially reasonable efforts to solicit from stockholders if, of Company proxies in the good faith judgment favor of the Board Merger and shall take all other action necessary or advisable to secure the Company Stockholder Approval. (b) Parent shall promptly after the date hereof take all action necessary in accordance with Delaware Law and its Certificate of Directors Incorporation and Bylaws to call, give notice of, convene and hold the Parent Stockholders Meeting, as promptly as practicable, and in any event within forty-five (45) days of the Company, after consultation Joint Proxy Statement/Prospectus being declared effective by the SEC. Parent shall also consult with outside counsel, failure so to disclose would be inconsistent with its duties to Company regarding the date of the Parent Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Parent Stockholders Meeting without the consent of Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, unless this Agreement or is first terminated by Company pursuant to Article VII hereof. Parent shall use all commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the Merger or, except as permitted by and shall take all other action necessary or advisable to secure the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition ProposalParent Stockholder Approval.

Meetings of Stockholders. Subject (a) Each of Edge (if a vote of Edge's stockholders is required pursuant to the terms and conditions of this Agreement, each rules of the Company Nasdaq) and Acquiror ▇▇▇▇▇▇ shall take all action necessary, necessary in accordance with applicable law and its charter certificate of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, i) in the case of Acquiror)Edge, the issuance of shares of Edge Common Stock pursuant to the Merger and, at the discretion of Edge, an amendment of its Incentive Plan to increase the number of shares of Edge Common Stock reserved for issuance thereunder and (ii) in the case of ▇▇▇▇▇▇, the adoption of this Agreement. The Company Edge and Acquiror ▇▇▇▇▇▇ shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their commercially reasonable best efforts to hold such meetings on the same day. The stockholder Notwithstanding any other provision of this Agreement, unless this Agreement is terminated in accordance with the terms hereof, ▇▇▇▇▇▇ and Edge (if a vote of Edge's stockholders is required for pursuant to the adoption rules of the Nasdaq) shall each submit the foregoing matters to its stockholders, whether or not the Board of Directors of ▇▇▇▇▇▇ or Edge, as the case may be, withdraws, modifies or changes its recommendation and declaration regarding such matters. (b) Each of Edge and ▇▇▇▇▇▇, through its Board of Directors, shall recommend approval of such matters and use its best efforts to solicit approval by its stockholders in favor of such matters (including, without limitation, the Mergersolicitation of proxies, this Agreement the hiring of proxy solicitors, and the Transactions (except the Company Charter Amendment, in the case taking of Acquiror) shall be all other action necessary or advisable to secure the vote required: of their stockholders required by applicable laws and the Nasdaq to obtain such approvals); provided, however, and notwithstanding, that the Board of Directors of Edge or the Board of Directors of ▇▇▇▇▇▇ may at any time prior to such party's Cut-Off Date upon two business days' prior written notice to ▇▇▇▇▇▇ or Edge, respectively, (i) withdraw, modify or change any recommendation and declaration regarding such matters or (ii) recommend and declare advisable any ▇▇▇▇▇▇ Superior Proposal (but subject to Section 7.2(c)), if in the case good faith opinion of such Board of Directors after consultation with its outside legal counsel the Companyfailure to so withdraw, by modify or change its recommendation and declaration or to so recommend and declare advisable any ▇▇▇▇▇▇ Superior Proposal would be inconsistent with its fiduciary obligations and (iii) in the DGCL event of a withdrawal, modification or change in recommendation or the determination to do so, discontinue the best efforts referred to in this sentence. In the event of a recommendation and the Company's Certificate of Incorporation; and declaration pursuant to clause (ii) in the case preceding sentence, ▇▇▇▇▇▇ must have fully complied with the terms of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquirorincluding without limitation Section 7.2(b) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company have considered and caused its financial and legal advisors to consider, any written counteroffer from taking Edge, and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of ▇▇▇▇▇▇, must have determined in the Company, good faith of its members and after consultation with outside counsel, failure so to disclose would be inconsistent with its duties financial and legal advisors that the terms and conditions of such counteroffer are not at least as favorable to the Company stockholders of ▇▇▇▇▇▇, as that proposal. Any withdrawal, modification or change in the recommendation or the Companydetermination to do so or discontinuance of best efforts of any party in accordance with this Section 7.4 shall not constitute a breach of such party's stockholders under applicable law. Notwithstanding the preceding sentencerepresentations, neither the Company nor its Board of Directors nor any committee thereof shall withdraw warranties, covenants or modify, or propose publicly to withdraw or modify its position with respect to, agreements contained in this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition ProposalAgreement.

Meetings of Stockholders. Subject to (a) As promptly as practicable after the terms and conditions execution of this Agreement, each HUWX and the Company shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Company and Acquiror HUWX for inclusion in the Information Statement shall take not 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or HUWX, or any of their respective officers or directors, should be discovered by the Company or HUWX that should be set forth in a supplement to the Information Statement, the Company or HUWX, as the case may be, shall promptly inform the other party thereof in writing. (b) The Company will, as promptly as possible have taken all action necessary, actions necessary in accordance with applicable law state and federal securities Laws, Delaware Law and its charter Certificate of Formation and bylaws, Company LLC Agreement to duly either (i) call, give notice of, convene and hold a meeting of its stockholders the Company’s Unitholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of Unitholders in lieu of a meeting of the Company’s Unitholders, in either case to consider and vote upon the adoption and on approval of the Merger, this Agreement and the Transactions Acquisition (except the “Company Unitholders’ Meeting”), and the Company Charter Amendmentwill consult with HUWX in connection therewith. Subject to Section 7.01(b), in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall will recommend that their respective stockholders approve to the Merger, Unitholders of the Company the approval of this Agreement and the related Transactions (except Acquisition and the Company Charter Amendmentwill use its reasonable best efforts to solicit from the Unitholders of the Company proxies or consents in favor of the approval of this Agreement and the Acquisition and to secure the Required Company Vote. The Company will, in connection with the case delivery of Acquirornotice of the Company Unitholders’ Meeting, deliver the Information Statement to its Unitholders entitled to notice of and to vote at the Company Unitholders’ Meeting. Subject to the foregoing and Sections 7.01(c), as applicable, the Information Statement shall include the recommendation of the Company’s Board of Directors in favor of approval of the Acquisition and adoption and approval of this Agreement and the recommendation of HUWX’s Board of Directors in favor of approval of the Acquisition and adoption and approval of this Agreement and the issuance of the Acquisition Shares pursuant to the Acquisition. (c) Unless this Agreement is terminated in accordance with Article IX, the obligation of the Company to convene and such recommendation shall hold the Company Unitholders’ Meeting will not be contained in limited or otherwise effected by any Change of Recommendation. Without limiting the Joint Proxy Statement/Prospectus. Nothing contained in generality of the foregoing, the Company agrees that its obligations pursuant to the immediately preceding sentence shall prohibit will not be effected by the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act commencement, public proposal, public disclosure or from making any disclosure communication to the Company of any Acquisition Proposal or the interest in an Acquisition Proposal or any Change of Recommendation. The Company's stockholders if’s Board of Directors will not, in connection with any Change of Recommendation, take any action to withdraw the good faith judgment approval of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition ProposalAcquisition.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall will take all action necessary, steps necessary in accordance with applicable law its Articles of Incorporation and its charter Bylaws and bylaws, the IBCL to duly call, give notice of, convene and hold a meeting of its stockholders to consider (the "Company Stockholder Meeting") as soon as practicable (and vote upon in any event within 45 days) after the adoption and approval effectiveness of the MergerRegistration Statement, for the purpose of approving this Agreement and the Transactions (except transactions contemplated hereby and for such other purposes as may be necessary. Unless this Agreement is terminated in accordance with its terms, the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect Board (subject to the timing provisions of their respective stockholder meetings and shall endeavor Section 5.2) will (i) recommend to hold such meetings on its stockholders the same day. The stockholder vote required for the adoption and approval of this Agreement, the transactions contemplated hereby and any other matters to be submitted to the stockholders in connection therewith, to the extent that such approval is required by applicable law in order to consummate the Merger, and (ii) use its reasonable good faith efforts to obtain the approval by its stockholders of this Agreement and the Transactions transactions contemplated hereby. (except b) If at any time after the date hereof, the Company Charter Amendment, in the case of Acquiror) Board shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, recommendation of this Agreement or the Merger orpursuant to Section 5.2 hereof, except the Company acknowledges that, notwithstanding the provisions of paragraph 7 of the Confidentiality Letter dated November 27, 2001, Parent may take such action as permitted Parent may choose in its own discretion which would not require the approval of the Company Board, including, without limitation a tender offer conducted pursuant to the Exchange Act, to obtain any or all of the capital stock of the Company or any or all of the assets of the Company and the Company Subsidiaries. Parent and the Company hereby acknowledge and agree that, if the Company Board withdraws or modifies its recommendation of this Agreement or the Merger pursuant to Section 5.2 hereof, the provisions of paragraph 7 of the Confidentiality Letter dated November 27, 2001 shall terminate and be of no further force or effect; provided, however, that all of the other provisions of such letter shall remain in full force and effect. (c) Parent will take all steps necessary in accordance with its Certificate of Incorporation and By-Laws and the DGCL to call, give notice of, convene and hold a meeting of its stockholders (the "Parent Stockholder Meeting") as soon as practicable (and in any event within 45 days) after the effectiveness of the Registration Statement, for the purpose of approving and adopting this Agreement and the transactions contemplated hereby, approving the issuance of the Parent Shares upon consummation of the Merger and for such other purposes as may be necessary. Unless this Agreement shall have been validly terminated as provided herein, Board of Directors will (i) recommend to its stockholders the approval and adoption of this Agreement, and (ii) use its reasonable good faith efforts to obtain the approval by its stockholders of this Agreement and the transactions contemplated hereby. (d) The Company and Parent shall cause the definitive Proxy Statement to be mailed to their respective stockholders as promptly as practicable after the Registration Statement is declared effective by the preceding sentenceSEC. At the stockholders' meetings, approve each of the Company and Parent shall vote or recommend, or propose publicly cause to approve or recommend, an Acquisition Proposalbe voted in favor of approval and/or adoption of this Agreement all capital stock entitled to vote at such meetings as to which they hold proxies at such time.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter articles of incorporation and bylaws, bylaws to duly call, give notice of, convene and hold as promptly as practicable a meeting of its stockholders to consider and vote upon the adoption and approval for purposes of the Merger, this Agreement and the Transactions (except obtaining the Company Charter Amendment, Requisite Vote. Parent will take all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to convene as promptly as practicable a meeting of its stockholders for purposes of obtaining the case of Acquiror). Parent Requisite Vote. (b) The Company and Acquiror shall coordinate and cooperate with respect to the timing of Parent, through their respective stockholder meetings and Boards of Directors, shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and recommend approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporationsuch matters; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend provided that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the CompanyCompany or Parent may at any time prior to the Effective Time withdraw, modify, or change any recommendation regarding this Agreement or the transactions contemplated hereby, or recommend and declare advisable any other offer or proposal, if its Board of Directors determines in good faith after consultation with its outside counselcounsel that the failure to so withdraw, failure so to disclose modify, or change its recommendation would be inconsistent with its duties to the Company or the Company's stockholders fiduciary obligations under applicable law. Notwithstanding the preceding sentence, neither Each of the Company nor and Parent shall be required to comply with its obligations under Section 6.3(a) whether or not its Board of Directors nor any committee thereof shall withdraw or modifywithdraws, modifies, or propose publicly to withdraw or modify changes its position with respect to, recommendation regarding this Agreement or the Merger or, except as permitted by transactions contemplated hereby or recommends any other offer or proposal. (c) In the preceding sentence, approve event that stockholders of the Company or recommend, or propose publicly Parent fail to approve this Agreement at a meeting (or recommendany adjournment or postponement thereof) at which such stockholders considered and voted on this Agreement, an Acquisition Proposalthe parties shall negotiate in good faith for at least 20 days to attempt to revise the structure and terms of the Merger to allow the combination of the respective businesses of Parent and the Company on terms they regard as likely to be approved by such stockholders.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's ’s Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's ’s Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of AcquirorAquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders ’s Stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's ’s stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal.

Meetings of Stockholders. Subject to (a) As promptly as practicable after the terms and conditions execution of this Agreement, each MBI and the Company shall prepare an information statement (the “Information Statement”) containing such information regarding the Merger, the transactions contemplated by this Agreement and the issuance of the Merger Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Company and Acquiror MBI for inclusion in the Information Statement shall not 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 not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Company or MBI, or any of their respective officers or directors, should be discovered by the Company or MBI that should be set forth in a supplement to the Information Statement, the Company or MBI, as the case may be, shall promptly inform the other party thereof in writing. (b) The Company will, as promptly as possible after the date of this Agreement, take all action necessary, actions necessary in accordance with applicable law state and federal securities Laws, Texas Law and its charter Certificate of Formation and bylaws, Company LLC Agreement to duly either (i) call, give notice of, convene and hold a meeting of its stockholders the Company’s Unitholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of Unitholders in lieu of a meeting of the Company’s Unitholders, in either case to consider and vote upon the adoption and on approval of the Merger, this Agreement and the Transactions Merger (except the “Company Unitholders’ Meeting”), and the Company Charter Amendmentwill consult with MBI in connection therewith. Subject to Section 7.01(b), in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company will recommend to the Unitholders of the Company the approval of this Agreement and the Merger and the Company will use its reasonable best efforts to solicit from the Unitholders of the Company proxies or consents in favor of the approval of this Agreement and the Merger and to secure the Required Company Vote. The Company will, in connection with the delivery of notice of the Company Unitholders’ Meeting, deliver the Information Statement to its Unitholders entitled to notice of and to vote at the Company Unitholders’ Meeting. Subject to the foregoing and Sections 7.01(c), as applicable, the Information Statement shall include the recommendation of the Company’s Board of Directors in favor of approval of the Merger and adoption and approval of this Agreement and the recommendation of MBI’s Board of Directors in favor of approval of the Merger and adoption and approval of this Agreement and the issuance of the Merger Shares pursuant to the Merger. (c) The Board of Directors of the Company shall be permitted to withhold, withdraw, amend or modify its recommendation in favor of this Agreement and the Merger to its stockholders (“Change of Recommendation”), but only at a time that is after the fifth business day following the Change of Recommendation Notice Date (as defined below), if all of the following conditions are met: (i) a bona fide Acquisition Proposal shall have been made and not withdrawn which was not solicited, encouraged or facilitated after the date of this Agreement in breach of and did not otherwise result from a breach of Section 6.04, (ii) the Board of Directors of the Company determines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside legal counsel, failure so to disclose would be inconsistent with its duties that such Acquisition Proposal is a Superior Proposal (taking into account any adjustment to the Company or terms and conditions of the Company's stockholders under applicable law. Notwithstanding Merger proposed by MBI in response to such Acquisition Proposal) and (iii) the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof of the Company determines in good faith by affirmative vote of a majority of all of its members on the basis of advice of its outside legal counsel that such Change of Recommendation is necessary for the Board of Directors of the Company to comply with its fiduciary duties to its stockholders under Texas Law. The “Change of Recommendation Notice Date” shall withdraw or modify, or propose publicly be the later to withdraw or modify its position with respect to, this Agreement or occur of (1) MBI’s receipt of written notice that the Merger or, except as permitted Company’s Board of Directors has made the determination required by clauses (ii) and (iii) above and is prepared to effect a Change of Recommendation and the manner in which it intends to do so and (2) the date MBI is provided a copy of (and an accurate description of all material terms not covered thereby) the Acquisition Proposal described in the immediately preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal.

Meetings of Stockholders. Subject to the terms (a) Each of Parent and conditions of this Agreement, each of the Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter articles or certificate of incorporation and bylaws, bylaws to duly call, give notice of, convene and hold a meeting of its shareholders or stockholders as promptly as practicable to consider and vote upon (i) in the case of Parent, (A) the approval of the issuance of the shares of Parent Common Stock pursuant to the Merger contemplated hereby and (B) at the discretion of the Parent, amendments to Parent's articles of incorporation and stock plans described in Section 6.22 and (ii) in the case of the Company, the approval and adoption of this Agreement and the approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror Parent shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their commercially reasonable efforts to hold cause such meetings to occur on the same day. The stockholder vote required for Notwithstanding any other provision of this Agreement, unless this Agreement is terminated in accordance with the adoption and approval of terms hereof, (A) the Merger, Company shall submit this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing Merger to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act whether or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of not the Board of Directors of the CompanyCompany withdraws, after consultation with outside counselmodifies or changes its recommendation and declaration regarding such matter and (B) Parent shall submit the issuance of the shares of Parent Common Stock pursuant to the Merger contemplated hereby to its shareholders whether or not the Board of Directors of Parent withdraws, failure so modifies or changes its recommendation and declaration regarding such matter. (b) Each of the Company and Parent, through its Boards of Directors, shall recommend approval of such matters in Section 7.5(a)(i)(A) and Section 7.5 (a)(ii) and use its best efforts to disclose would be inconsistent with solicit from its duties stockholders proxies in favor of such matters; provided, however, that the Board of Directors of Parent or the Board of Directors of the Company may at any time prior to the Company Cut-Off Date or the Parent Cut-Off Date upon five business days' prior written notice to the Company or Parent, respectively, withdraw, modify or change any recommendation and declaration regarding such matters or recommend and declare advisable any Company Superior Proposal or Parent Superior Proposed, as the Company's stockholders under applicable law. Notwithstanding case may be, if in the preceding sentence, neither the Company nor its good faith opinion of a committee of such Board of Directors nor composed solely of outside directors after consultation with its outside legal counsel the failure to so withdraw, modify or change its recommendation and declaration or to so recommend and declare advisable any committee thereof shall withdraw Company Superior Proposal or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal.Parent Superior

Meetings of Stockholders. Subject to the terms Each of Parent and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter memorandum of association and bylawsarticles of association (Parent) or certificate of incorporation and bylaws (the Company), to duly call, give notice of, convene and hold a meeting of its stockholders shareholders as promptly as practicable to consider and vote upon (i) in the adoption and case of Parent, the approval of the Mergeramendments to Parent's articles of association contemplated hereby, the approval of the increase in the authorized share capital contemplated herein, the issuance of Parent Ordinary Shares pursuant to the Merger and, at the discretion of Parent, an amendment of its Long-Term Incentive Plan to increase the number of Parent Ordinary Shares reserved for issuance thereunder and (ii) in the case of the Company, the adoption of this Agreement and the Transactions (except the Company Charter Amendment, in . Parent and the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder vote required for the adoption and approval Notwithstanding any other provision of the Mergerthis Agreement, unless this Agreement and is terminated in accordance with the Transactions (except the Company Charter Amendmentterms hereof, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror Parent shall recommend that their respective stockholders approve the Merger, each submit this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act and shareholders, respectively, whether or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of not the Board of Directors of the Company or Parent, as the case may be, withdraws, modifies or changes its recommendation and declaration regarding the foregoing matters. (a) Each of Parent and the Company, through its Board of Directors, shall recommend approval of such matters and use its best efforts to solicit from its shareholders proxies in favor of such matters; provided, however, that the Board of Directors of Parent or the Board of Directors of the Company may at any time prior to the Effective Time upon five business days' prior written notice to the Company or Parent, respectively, withdraw, modify or change any recommendation and declaration regarding such matters or recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, if in the good faith opinion of such Board of Directors after consultation with its outside counsellegal counsel the failure to so withdraw, failure modify or change its recommendation and declaration or to so to disclose recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalfiduciary obligations.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the The Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter Certificate of Incorporation and bylaws, By-laws to duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") as promptly as practicable following the effectiveness of the Form S-4 (as defined in Section 6.4) to consider and vote upon the approval and adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) Merger in the case of the Company. Provided that this Agreement has not been terminated in accordance with Article VIII hereof, by the DGCL Company shall recommend that its stockholders vote in favor of the approval and adoption of this Agreement and the Company's Certificate of Incorporation; Merger and (ii) such recommendation shall be included in the case of AcquirorProxy Statement/Prospectus (as defined in Section 6.4); provided, by however, that nothing contained in Section 5.5(b) or this Section 6.1 shall require the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such to make any recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or refrain from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of recommendation which the Board of Directors of the Company, after consultation with considering such matters as it deems relevant (including the advice of outside counsel), failure so to disclose determines in good faith would be inconsistent with result in a breach of its fiduciary duties to the Company or the Company's stockholders under applicable law. Notwithstanding So long as the preceding sentence, neither the Company nor its Board of Directors nor of the Company shall continue to be recommending the Merger, the Company shall take all lawful action necessary or advisable to solicit the approval of its stockholders including, without limitation, timely mailing to its stockholders the Proxy Statement/Prospectus as promptly as practicable after the Form S-4 shall be declared effective. Notwithstanding the foregoing, the obligation of the Company to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.1 shall not be limited or otherwise affected by the disclosure, announcement or submission to the Company of any committee thereof shall withdraw Takeover Proposal or modifyby the withdrawl, amendment or propose publicly to withdraw or modify its position modification of the recommendation of the Board of the Directors of the Company with respect to, this Agreement or to the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition ProposalMerger.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall duly take all action necessary, in accordance with applicable law Applicable Law and its charter articles of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon as promptly as practicable after the adoption and approval Form S-4 has been declared effective (the “Company Stockholders Meeting”) for the purpose of the Merger, this Agreement and the Transactions (except obtaining the Company Charter Amendment, in Stockholder Approval and shall solicit the case of Acquiror)Company Stockholder Approval. The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, adoption of this Agreement and by the related Transactions (except stockholders of the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, effect set forth in the good faith judgment of Section 3.19. Neither the Board of Directors of the CompanyCompany nor any committee thereof shall (i) (A) withdraw, qualify or modify in any manner adverse to Parent, or publicly propose to withdraw, qualify or modify in any manner adverse to Parent, the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Company Takeover Proposal (any such action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or publicly propose to approve or recommend, or, except in conjunction with exercising its right to terminate this Agreement pursuant to Section 9.4(b), allow the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to any Company Takeover Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may make a Company Adverse Recommendation Change if such Board of Directors determines in good faith (after consultation with outside counsel, ) that the failure to do so would be reasonably likely to disclose would be inconsistent with its fiduciary duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither of the Company nor its under Applicable Law; provided, however, that no Company Adverse Recommendation Change may be made until after the third business day following Parent’s receipt of written notice (a “Company Notice of Adverse Recommendation”) from the Company advising Parent that the Board of Directors nor of the Company intends to make a Company Adverse Recommendation Change and specifying the terms and conditions of the Company Superior Proposal, if any, that is related to such Company Adverse Recommendation Change (it being understood and agreed that any committee thereof material amendment to the financial terms or any other material term of such Company Superior Proposal shall withdraw require a new Company Notice of Adverse Recommendation and a new three business day period). In determining whether to make a Company Adverse Recommendation Change, the Board of Directors of the Company shall take into account any changes to the financial terms of this Agreement proposed by Parent in response to a Company Notice of Adverse Recommendation or modify, or propose publicly to withdraw or modify its position with respect tootherwise. Notwithstanding any Company Adverse Recommendation Change, this Agreement or shall be submitted to the Merger orstockholders of the Company at the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval; provided that this Agreement shall not be required to be submitted to the stockholders of the Company at the Company Stockholders Meeting if this Agreement has been terminated pursuant to Article 9 hereof. In addition, except as permitted it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the preceding sentence, approve or recommendCompany that describes the Company’s receipt of a Company Takeover Proposal and the operation of this Agreement with respect thereto, or propose publicly any “stop, look and listen” communication by the Board of Directors of the Company pursuant to approve Rule 14d-9(f) of 33 Table of Contents the Exchange Act to the stockholders of the Company, shall not constitute a Company Adverse Recommendation Change or recommend, an Acquisition approval or recommendation with respect to any Company Takeover Proposal. (b) Parent shall duly take all action necessary, in accordance with Applicable Law and its certificate of incorporation and bylaws, to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable after the Form S-4 has been declared effective (the “Parent Stockholders Meeting”) for the purpose of obtaining the Parent Stockholder Approval and shall take all lawful action to solicit the Parent Stockholder Approval. The Board of Directors of Parent shall recommend adoption of this Agreement by the stockholders of Parent to the effect set forth in Section 4.19. (c) The Company and Parent shall cause the Company Stockholders Meeting and the Parent Stockholders Meeting to be held on the same day. (d) Parent, as the sole stockholder of Merger Sub, shall take all action necessary to cause Merger Sub to adopt this Agreement prior to the Closing.

Meetings of Stockholders. Subject to (a) Each of Parent, if a vote of ------------------------ its stockholders is required by the terms and conditions of this Agreement, each rules of the NYSE, Ba▇▇▇▇▇▇▇ ▇nd the Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter certificate or articles of incorporation and bylaws, bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon (i) in the adoption and case of Parent, the approval of the Mergerissuance of the shares of Parent Common Stock pursuant to the Mergers contemplated hereby and (ii) in the case of Ba▇▇▇▇▇▇▇ ▇nd the Company, the approval of this Agreement and the Transactions (except transactions contemplated hereby. Ba▇▇▇▇▇▇▇ ▇nd the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder day and in any event, the vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) stockholders shall be taken prior to the vote required: of the Ba▇▇▇▇▇▇▇ ▇tockholders. (ib) in Parent, if a vote of its stockholders is required by the case rules of the NYSE, Ba▇▇▇▇▇▇▇ ▇nd the Company, through their respective Boards of Directors, shall recommend approval of such matters subject to the determination by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall recommend that the Board of Directors of Ba▇▇▇▇▇▇▇ ▇fter consultation with their respective stockholders approve the Mergercounsel that recommending approval of such matters would not be inconsistent with its fiduciary obligations. Additionally, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the CompanyCompany or the Board of Directors of Ba▇▇▇▇▇▇▇ ▇ay at any time prior to the Company Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement or the Mergers, or recommend and declare advisable any other offer or proposal, if in the opinion of such Board of Directors after consultation with outside counselits counsel the failure to so withdraw, failure so to disclose modify, or change its recommendation and declaration would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalfiduciary obligations.

Meetings of Stockholders. Subject to Promptly after the terms Registration Statement and conditions of this Agreementthe Source Registration Statement are declared effective under the Securities Act, each of Parent and the Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law Delaware Law and its charter Certificate of Incorporation and bylaws, Bylaws to duly call, give notice of, hold and convene and hold a meeting of its stockholders to consider and vote upon consider, in the case of Parent, the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company Merger, this Agreement and to the Transactions extent permissible, as a single proposal (except the Company Charter Amendment"PARENT PROPOSAL"), in the case of Acquiror) shall be the vote required: (i) and, in the case of the Company, by the DGCL adoption and the Company's Certificate approval of Incorporation; this Agreement and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors approval of the Company and Acquiror shall recommend that their respective stockholders approve Merger (the Merger"COMPANY PROPOSAL") (each, this Agreement and the related Transactions (except the Company Charter Amendmenta "STOCKHOLDERS' MEETING" and, in the case of Acquiror) and such recommendation shall be contained in Parent, the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if"PARENT STOCKHOLDERS' MEETING" and, in the good faith judgment of the Board of Directors case of the Company, the "COMPANY STOCKHOLDERS' MEETING") to be held as promptly as practicable (and within 45 days, if practicable) after consultation with outside counselthe declaration of effectiveness of the Registration Statement and the Source Registration Statement. Each of Parent and the Company will use all reasonable efforts to hold their respective Stockholders' Meeting on the same date. Subject to Section 5.3(d), failure so each of Parent and the Company will use all reasonable efforts to disclose would be inconsistent with solicit from its duties stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the Company, the Company Proposal, 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 Company contrary contained in this Agreement, Parent or the Company's , as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders under applicable law. Notwithstanding in advance of a vote on, in the preceding sentencecase of Parent, neither the Parent Proposal or, in the case of the Company, the Company nor its Board Proposal, or, if as of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement the time for which such Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Merger orCompany, except as permitted the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the preceding sentencebusiness of such Stockholders' Meeting. Each of Parent and the Company shall ensure that its Stockholders' Meeting is called, approve or recommendnoticed, or propose publicly to approve or recommendconvened, an Acquisition Proposalheld and conducted, and that all proxies solicited by it in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter articles of incorporation and bylaws, bylaws to duly call, give notice of, convene and hold as promptly as practicable a meeting of its stockholders for purposes of obtaining the Company Requisite Vote to consider and vote upon the adoption and approval of the Merger, approve those matters under this Agreement (whether or not they are contingent on the occurrence of an Alternate Structure Event) that could require such a vote. Parent will take all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to convene as promptly as practicable a meeting of its stockholders for purposes of obtaining the Transactions Parent Requisite Vote to approve those matters under this Agreement (except whether or not they are contingent on the Company Charter Amendment, in the case occurrence of Acquiror). an Alternate Structure Event) that could require such a vote. (b) The Company and Acquiror shall coordinate and cooperate with respect to the timing of Parent, through their respective stockholder meetings and Boards of Directors, shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and recommend approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporationsuch matters; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend provided that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the CompanyCompany or Parent may at any time prior to the Effective Time withdraw, modify, or change any recommendation regarding this Agreement or the transactions contemplated hereby, or recommend and declare advisable any other offer or proposal, if its Board of Directors determines in good faith after consultation with its outside counselcounsel that the failure to so withdraw, failure so to disclose modify, or change its recommendation would be inconsistent with its duties to the Company or the Company's stockholders fiduciary obligations under applicable law. Notwithstanding the preceding sentence, neither Each of the Company nor and Parent shall be required to comply with its obligations under Section 6.3(a) whether or not its Board of Directors nor any committee thereof shall withdraw or modifywithdraws, modifies, or propose publicly to withdraw or modify changes its position with respect to, recommendation regarding this Agreement or the Merger or, except as permitted by transactions contemplated hereby or recommends any other offer or proposal. (c) In the preceding sentence, approve event that stockholders of the Company or recommend, or propose publicly Parent fail to approve this Agreement at a meeting (or recommendany adjournment or postponement thereof) at which such stockholders considered and voted on this Agreement, an Acquisition Proposalthe parties shall negotiate in good faith for at least 20 days to attempt to revise the structure and terms of the Merger to allow the combination of the respective businesses of Parent and the Company on terms they regard as likely to be approved by such stockholders.

Meetings of Stockholders. Subject to (a) Each of Parent, if a vote of its stockholders is required by the terms and conditions of this Agreement, each rules of the NYSE, Barn▇▇▇▇▇ ▇▇▇ the Company and Acquiror shall will take all action necessary, necessary in accordance with applicable law and its charter certificate or articles of incorporation and bylaws, bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon (i) in the adoption and case of Parent, the approval of the Mergerissuance of the shares of Parent Common Stock pursuant to the Mergers contemplated hereby and (ii) in the case of Barn▇▇▇▇▇ ▇▇▇ the Company, the approval of this Agreement and the Transactions (except transactions contemplated hereby. Barn▇▇▇▇▇ ▇▇▇ the Company Charter Amendment, in the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder day and in any event, the vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) stockholders shall be taken prior to the vote required: of the Barn▇▇▇▇▇ ▇▇▇ckholders. (ib) in Parent, if a vote of its stockholders is required by the case rules of the NYSE, Barn▇▇▇▇▇ ▇▇▇ the Company, through their respective Boards of Directors, shall recommend approval of such matters subject to the determination by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall recommend that the Board of Directors of Barn▇▇▇▇▇ ▇▇▇er consultation with their respective stockholders approve the Mergercounsel that recommending approval of such matters would not be inconsistent with its fiduciary obligations. Additionally, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the CompanyCompany or the Board of Directors of Barn▇▇▇▇▇ ▇▇▇ at any time prior to the Company Effective Time withdraw, modify, or change any recommendation and declaration regarding this Agreement or the Mergers, or recommend and declare advisable any other offer or proposal, if in the opinion of such Board of Directors after consultation with outside counselits 27 34 counsel the failure to so withdraw, failure so to disclose modify, or change its recommendation and declaration would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalfiduciary obligations.

Meetings of Stockholders. Subject to the terms Each of Legacy and conditions of this Agreement, each of the Company and Acquiror shall Enterprises will take all action necessary, necessary in accordance with applicable law and its charter the Legacy Certificate and bylawsEnterprises Articles, as applicable, to duly call, give notice of, convene and hold a meeting of its stockholders stockholders, at which a quorum is present, as soon as reasonably practicable to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendmentupon, in the case of AcquirorLegacy (including any adjournment or postponement thereof, the "Legacy Stockholders Meeting") the approval of this Agreement and the Merger (collectively, the "Legacy Voting Proposals"), and, in the case of Enterprises (including any adjournment or postponement thereof, the "Enterprises Stockholders Meeting") the approval of the issuance of the Merger Consideration, the adoption of an equity incentive plan in a form mutually agreeable to the parties (the "Enterprises Option Plan"), the amendments to the Enterprises Articles set forth on EXHIBIT C to this Agreement (the "Enterprises Charter Amendment") and the election of the individuals to the Board of Directors of Enterprises set forth on EXHIBIT D to this Agreement (collectively, the "Enterprises Voting Proposals"). The Company Boards of Directors of Enterprises and Acquiror Legacy shall each recommend such approvals and Enterprises and Legacy shall each take all lawful, commercially reasonable action to solicit such approvals, including, without limitation, timely mailing the Joint Proxy Statement/Prospectus (as hereinafter defined). Enterprises and Legacy shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their reasonable efforts to hold such meetings on the same day. The stockholder vote required If on the date of the meetings of Enterprises and Legacy established pursuant to this paragraph, either Enterprises or Legacy has respectively received less than the requisite approval and neither a Legacy Takeover Proposal nor an Enterprises Takeover Proposal has been publicly disclosed and not withdrawn prior to the date of such meeting, then both parties shall recommend the adjournment or postponement of their respective meetings until the first to occur of (a) the date ten (10) days after the originally scheduled date of such meetings or (b) the date on which duly executed proxies for the adoption and approval requisite number of votes approving the Merger, this Agreement and the Transactions Legacy Voting Proposals (except the Company Charter Amendment, in the case of AcquirorLegacy) shall be or the vote required: date on which duly executed proxies for the requisite number of votes approving the Enterprises Voting Proposals (i) in the case of Enterprises) shall have been obtained. Notwithstanding the Companyforegoing, by the DGCL Legacy and the Company's Certificate of Incorporation; Enterprises and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The their respective Boards of Directors of the Company may take and Acquiror shall recommend that disclose to their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) 14e-2 promulgated under the Exchange Act or from making any disclosure if required to do so by the Company or the Company's stockholders ifExchange Act, in the good faith judgment of the Board of Directors of the Company, after consultation comply with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under Rule 14d-9 thereunder and make all other disclosures required by applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall duly take all action necessary, in accordance with applicable law Applicable Law and its charter articles of incorporation and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders to consider and vote upon as promptly as practicable after the adoption and approval Form S-4 has been declared effective (the “Company Stockholders Meeting”) for the purpose of the Merger, this Agreement and the Transactions (except obtaining the Company Charter Amendment, in Stockholder Approval and shall solicit the case of Acquiror)Company Stockholder Approval. The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, adoption of this Agreement and by the related Transactions (except stockholders of the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, effect set forth in the good faith judgment of Section 3.19. Neither the Board of Directors of the CompanyCompany nor any committee thereof shall (i) (A) withdraw, qualify or modify in any manner adverse to Parent, or publicly propose to withdraw, qualify or modify in any manner adverse to Parent, the approval, recommendation or declaration of advisability by such Board of Directors or any such committee thereof of this Agreement, the Merger or the other transactions contemplated by this Agreement or (B) recommend, adopt or approve, or publicly propose to recommend, adopt or approve, any Company Takeover Proposal (any such action described in this clause (i) being referred to as a “Company Adverse Recommendation Change”) or (ii) approve or recommend, or publicly propose to approve or recommend, or, except in conjunction with exercising its right to terminate this Agreement pursuant to Section 9.4(b), allow the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, purchase agreement, option agreement, joint venture agreement, partnership agreement or other similar agreement constituting or related to any Company Takeover Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Board of Directors of the Company may make a Company Adverse Recommendation Change if such Board of Directors determines in good faith (after consultation with outside counsel, ) that the failure to do so would be reasonably likely to disclose would be inconsistent with its fiduciary duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither of the Company nor its under Applicable Law; provided, however, that no Company Adverse Recommendation Change may be made until after the third business day following Parent’s receipt of written notice (a “Company Notice of Adverse Recommendation”) from the Company advising Parent that the Board of Directors nor of the Company intends to make a Company Adverse Recommendation Change and specifying the terms and conditions of the Company Superior Proposal, if any, that is related to such Company Adverse Recommendation Change (it being understood and agreed that any committee thereof material amendment to the financial terms or any other material term of such Company Superior Proposal shall withdraw require a new Company Notice of Adverse Recommendation and a new three business day period). In determining whether to make a Company Adverse Recommendation Change, the Board of Directors of the Company shall take into account any changes to the financial terms of this Agreement proposed by Parent in response to a Company Notice of Adverse Recommendation or modify, or propose publicly to withdraw or modify its position with respect tootherwise. Notwithstanding any Company Adverse Recommendation Change, this Agreement or shall be submitted to the Merger orstockholders of the Company at the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval; provided that this Agreement shall not be required to be submitted to the stockholders of the Company at the Company Stockholders Meeting if this Agreement has been terminated pursuant to Article 9 hereof. In addition, except as permitted it is understood and agreed that, for purposes of this Agreement, a factually accurate public statement by the preceding sentence, approve or recommendCompany that describes the Company’s receipt of a Company Takeover Proposal and the operation of this Agreement with respect thereto, or propose publicly any “stop, look and listen” communication by the Board of Directors of the Company pursuant to approve Rule 14d-9(f) of the Exchange Act to the stockholders of the Company, shall not constitute a Company Adverse Recommendation Change or recommend, an Acquisition approval or recommendation with respect to any Company Takeover Proposal. (b) Parent shall duly take all action necessary, in accordance with Applicable Law and its certificate of incorporation and bylaws, to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable after the Form S-4 has been declared effective (the “Parent Stockholders Meeting”) for the purpose of obtaining the Parent Stockholder Approval and shall take all lawful action to solicit the Parent Stockholder Approval. The Board of Directors of Parent shall recommend adoption of this Agreement by the stockholders of Parent to the effect set forth in Section 4.19. (c) The Company and Parent shall cause the Company Stockholders Meeting and the Parent Stockholders Meeting to be held on the same day. (d) Parent, as the sole stockholder of Merger Sub, shall take all action necessary to cause Merger Sub to adopt this Agreement prior to the Closing.

Meetings of Stockholders. Subject to the terms Each of Buyer and conditions of this Agreement, each of the Company and Acquiror shall Copl▇▇ ▇▇▇l take all action necessary, necessary in accordance with applicable law and its charter Certificate of Incorporation and bylawsBylaws or Declaration of Trust and Trustees Regulations, as the case may be, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except transactions contemplated hereby. The Board of Trustees of Buyer and Board of Directors of Copl▇▇ ▇▇▇h shall recommend that its stockholders approve this Agreement and the Company Charter Amendmenttransactions contemplated hereby and Buyer and Copl▇▇ ▇▇▇h shall use their reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the joint proxy statement/prospectus contained in the Form S-4 (as defined in Section 7.7 hereof) to their respective stockholders; PROVIDED, HOWEVER, that nothing contained in this Section 7.3 shall prohibit the Board of Trustees of Buyer or the Board of Directors of Copl▇▇ ▇▇▇m failing to make such recommendation or using their reasonable best efforts to obtain such approval if the Board of Trustees of Buyer or the Board of Directors of Copl▇▇, ▇▇ the case may be, has determined in good faith, after consultation with and based upon the advice of Acquiror)counsel, that such action is necessary for such Board of Trustees or Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. The Company Buyer and Acquiror shall Copl▇▇ ▇▇▇ll coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their reasonable best efforts to hold such meetings on the same day. The stockholder vote required for It shall be a condition to the adoption and approval mailing of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: Form S-4 that (i) Buyer shall have received a "comfort" letter from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, independent public accountants for Copl▇▇, ▇▇ted 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 Copl▇▇ ▇▇▇luded or incorporated in the case of Form S-4, in form and substance reasonably satisfactory to Buyer, 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 CompanyForm S-4, by the DGCL and the Company's Certificate of Incorporation; and (ii) Copl▇▇ ▇▇▇ll have received a "comfort" letter from KPMG Peat Marwick, LLP, independent public accountants for Buyer, 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 Buyer included or incorporated in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter AmendmentForm S-4, in the case of Acquiror) form and such recommendation shall be contained substance reasonably satisfactory to Copl▇▇, ▇▇d customary in the Joint Proxy Statement/Prospectus. Nothing contained scope and substance for "comfort" letters delivered by independent public accountants in the preceding sentence shall prohibit the Company from taking connection with registration statements and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure proxy statements similar to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition ProposalForm S-4.

Meetings of Stockholders. Subject to the terms (a) Each of Parent and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter memorandum of association and bylawsarticles of association (Parent) or certificate of incorporation and bylaws (the Company), to duly call, give notice of, convene and hold a meeting of its stockholders shareholders as promptly as practicable to consider and vote upon (i) in the adoption and case of Parent, the approval of the Mergeramendments to Parent's articles of association contemplated hereby, the approval of the increase in the authorized share capital contemplated herein, the issuance of Parent Ordinary Shares pursuant to the Merger and, at the discretion of Parent, an amendment of its Long-Term Incentive Plan to increase the number of Parent Ordinary Shares reserved for issuance thereunder and (ii) in the case of the Company, the adoption of this Agreement and the Transactions (except the Company Charter Amendment, in . Parent and the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder vote required for the adoption and approval Notwithstanding any other provision of the Mergerthis Agreement, unless this Agreement and is terminated in accordance with the Transactions (except the Company Charter Amendmentterms hereof, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror Parent shall recommend that their respective stockholders approve the Merger, each submit this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act and shareholders, respectively, whether or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of not the Board of Directors of the Company or Parent, as the case may be, withdraws, modifies or changes its recommendation and declaration regarding the foregoing matters. (b) Each of Parent and the Company, through its Board of Directors, shall recommend approval of such matters and use its best efforts to solicit from its shareholders proxies in favor of such matters; provided, however, that the Board of Directors of Parent or the Board of Directors of the Company may at any time prior to the Effective Time upon five business days' prior written notice to the Company or Parent, respectively, withdraw, modify or change any recommendation and declaration regarding such A-30 37 matters or recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, if in the good faith opinion of such Board of Directors after consultation with its outside counsellegal counsel the failure to so withdraw, failure modify or change its recommendation and declaration or to so to disclose recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalfiduciary obligations.

Meetings of Stockholders. Subject to (a) The Company shall, following the terms and conditions of this Agreementdate on which the Form S-4 is declared effective by the SEC, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") for the purpose of seeking the Company Stockholder Approval and, unless the Company Board shall have effected a Company Adverse Recommendation Change, use its reasonable best efforts to consider solicit adoption of this Agreement. The Company shall, after consultation with Parent, schedule the Company Stockholders Meeting to occur on or about the forty-fifth (45th) day following the initial mailing of the Proxy Statement/Prospectus; provided that if the standstill period described in Section 7 of the Tri-Party Agreement will not have expired prior to such date, the Company will schedule the Company Stockholders Meeting to occur as soon as practicable following the expected conclusion of such standstill period; provided, further, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting (i) with the consent of Parent, (ii) to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Company Stockholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the Parent Stockholder Approval, as applicable, (iv) as may be required by applicable Law, (v) to the extent necessary to ensure that the Company Stockholders Meeting shall occur at the same time as the Parent Stockholders Meeting or (vi) to comply with the standstill period described in Section 7 of the Tri-Party Agreement. (b) Parent shall, following the date on which the Parent Stockholder Circular is approved by UKLA, duly call, give notice of, convene and vote upon hold a general meeting of the adoption and Parent Stockholders (the "Parent Stockholders Meeting") for the purpose of seeking the Parent Stockholder Approval and, unless the Parent Board shall have effected a Parent Adverse Recommendation Change, use its reasonable best efforts to solicit approval of the Merger, this Agreement as required by the UK Listing Rules for class 1 transactions, and the Transactions issuance and delivery of Parent Ordinary Shares as provided in Section 2. Parent shall schedule the Parent Stockholders Meeting to be held substantially contemporaneously with (except and in no event later than) the Company Charter AmendmentStockholders Meeting; provided, in however, that Parent may postpone, recess or adjourn the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: Parent Stockholders Meeting (i) in with the case consent of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) to ensure that any required supplement or amendment to the Parent Stockholder Circular is provided to the shareholders of Parent within a reasonable amount of time in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors advance of the Parent Stockholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Parent Stockholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the Parent Stockholder Approval, as applicable, (iv) as may be required by applicable Law, (v) to the extent necessary to ensure that the Parent Stockholders Meeting shall occur at the same time as the Company and Acquiror Stockholders Meeting or (vi) to comply with the standstill period described in Section 7 of the Tri-Party Agreement. (c) Parent shall recommend that their respective stockholders approve the Merger, take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the related Transactions (except the Company Charter Amendment, in the case of Acquiror) Merger and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position other transactions contemplated by Rule 14e-2(a) promulgated under this Agreement on the Exchange Act terms and conditions set forth in this Agreement. Immediately following the date of this Agreement, Parent shall provide or from making any disclosure make available to the Company or the Companya copy of Parent's stockholders if, in the good faith judgment approval of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or as the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalsole stockholder of Sub.

Meetings of Stockholders. Subject to the terms (a) Each of Parent and conditions of this Agreement, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter memorandum of association and bylawsarticles of association (Parent) or certificate of incorporation and bylaws (the Company), to duly call, give notice of, convene and hold a meeting of its stockholders shareholders as promptly as practicable to consider and vote upon (i) in the adoption and case of Parent, the approval of the Mergeramendments to Parent's articles of association contemplated hereby, the approval of the increase in the authorized share capital contemplated herein, the issuance of Parent Ordinary Shares pursuant to the Merger and, at the discretion of Parent, an amendment of its Long-Term Incentive Plan to increase the number of Parent Ordinary Shares reserved for issuance thereunder and (ii) in the case of the Company, the adoption of this Agreement and the Transactions (except the Company Charter Amendment, in . Parent and the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder vote required for the adoption and approval Notwithstanding any other provision of the Mergerthis Agreement, unless this Agreement and is terminated in accordance with the Transactions (except the Company Charter Amendmentterms hereof, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror Parent shall recommend that their respective stockholders approve the Merger, each submit this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act and shareholders, respectively, whether or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of not the Board of Directors of the Company or Parent, as the case may be, withdraws, modifies or changes its recommendation and declaration regarding the foregoing matters. (b) Each of Parent and the Company, through its Board of Directors, shall recommend approval of such matters and use its best efforts to solicit from its shareholders proxies in favor of such matters; provided, however, that the Board of Directors of Parent or the Board of Directors of the Company may at any time prior to the Effective Time upon five business days' prior written notice to the Company or Parent, respectively, withdraw, modify or change any recommendation and declaration regarding such matters or recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, if in the good faith opinion of such Board of Directors after consultation with its outside counsellegal counsel the failure to so withdraw, failure modify or change its recommendation and declaration or to so to disclose recommend and declare advisable any Company Superior Proposal or Parent Superior Proposal, as the case may be, would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalfiduciary obligations.

Meetings of Stockholders. Subject to (a) ROKIN will, as promptly as possible after the terms and conditions date of this Agreement, each of the Company and Acquiror shall take all action necessary, actions necessary in accordance with applicable Nevada (state of incorporation) law and its charter Articles of Incorporation and bylaws, By Laws to duly either (i) call, give notice of, convene and hold a meeting of its stockholders ROKIN's shareholders to be held on the earliest possible date or (ii) prepare and distribute a written consent of shareholders in lieu of a meeting of ROKIN's shareholders, in either case to consider and vote upon the adoption and on approval of the Merger, this Agreement and the Transactions transactions contemplated herein (except the Company Charter Amendment, in the case of Acquiror"ROKIN Shareholders' Meeting"). The Company and Acquiror shall coordinate and cooperate with respect Board of Directors of ROKIN will recommend to the timing shareholders of their respective stockholder meetings and shall endeavor to hold such meetings on ROKIN the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions transactions contemplated herein and ROKIN will use its reasonable best efforts to solicit from the shareholders of ROKIN proxies or consents in favor of the approval of this Agreement. (except the Company Charter Amendment, in the case b) The Board of Acquiror) Directors of ROKIN shall be permitted to withhold, withdraw, amend or modify its recommendation in favor of this Agreement and the vote requiredtransactions contemplated herein to its stockholders ("Change of Recommendation") if the following conditions are met: (i) a bona fide Transaction Proposal shall have been made and not withdrawn which was not solicited, encouraged or facilitated after the date of this Agreement in the case breach of the Companyand did not otherwise result from a breach of this Agreement, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the CompanyROKIN determines in good faith by affirmative vote of a majority of all of its members, after consultation with its outside legal counsel, failure so to disclose would be inconsistent with its duties that such Transaction Proposal is a superior proposal (taking into account any adjustment to the Company or terms and conditions proposed by LVGI in response to such Transaction Proposal) and (iii) the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw of ROKIN determines in good faith by affirmative vote of a majority of all of its shareholders on the basis of advice of its outside legal counsel that such Change of Recommendation is necessary for the Board of Directors of ROKIN to comply with its fiduciary duties to its shareholders under Illinois law. (c) LVGI will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada law and its charter and bylaws to either (i) call, give notice of, convene and hold a meeting of LVGI’s stockholders to be held on the earliest possible date determined in consultation with ROKIN or modify(ii) prepare and distribute a written consent of stockholders in lieu thereof, or propose publicly in either case to withdraw or modify its position with respect to, consider and vote on approval of this Agreement or and the Merger or, except as permitted by transactions contemplated herein (the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal"LVGI Stockholders’ Meeting").

Meetings of Stockholders. Subject to (a) The Company shall, following the terms and conditions of this Agreementdate on which the Form S-4 is declared effective by the SEC, each of the Company and Acquiror shall take all action necessary, in accordance with applicable law and its charter and bylaws, to duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of seeking the Company Stockholder Approval and, unless the Company Board shall have effected a Company Adverse Recommendation Change, use its reasonable best efforts to consider solicit adoption of this Agreement. The Company shall, after consultation with Parent, schedule the Company Stockholders Meeting to occur on or about the forty-fifth (45th) day following the initial mailing of the Proxy Statement/Prospectus; provided that if the standstill period described in Section 7 of the Tri-Party Agreement will not have expired prior to such date, the Company will schedule the Company Stockholders Meeting to occur as soon as practicable following the expected conclusion of such standstill period; provided, further, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting (i) with the consent of Parent, (ii) to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Company Stockholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the Parent Stockholder Approval, as applicable, (iv) as may be required by applicable Law, (v) to the extent necessary to ensure that the Company Stockholders Meeting shall occur at the same time as the Parent Stockholders Meeting or (vi) to comply with the standstill period described in Section 7 of the Tri-Party Agreement. (b) Parent shall, following the date on which the Parent Stockholder Circular is approved by UKLA, duly call, give notice of, convene and vote upon hold a general meeting of the adoption and Parent Stockholders (the “Parent Stockholders Meeting”) for the purpose of seeking the Parent Stockholder Approval and, unless the Parent Board shall have effected a Parent Adverse Recommendation Change, use its reasonable best efforts to solicit approval of the Merger, this Agreement as required by the UK Listing Rules for class 1 transactions, and the Transactions issuance and delivery of Parent Ordinary Shares as provided in Section 2. Parent shall schedule the Parent Stockholders Meeting to be held substantially contemporaneously with (except and in no event later than) the Company Charter AmendmentStockholders Meeting; provided, in however, that Parent may postpone, recess or adjourn the case of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: Parent Stockholders Meeting (i) in with the case consent of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) to ensure that any required supplement or amendment to the Parent Stockholder Circular is provided to the shareholders of Parent within a reasonable amount of time in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors advance of the Parent Stockholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Parent Stockholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining a quorum or the Parent Stockholder Approval, as applicable, (iv) as may be required by applicable Law, (v) to the extent necessary to ensure that the Parent Stockholders Meeting shall occur at the same time as the Company and Acquiror Stockholders Meeting or (vi) to comply with the standstill period described in Section 7 of the Tri-Party Agreement. (c) Parent shall recommend that their respective stockholders approve the Merger, take all action necessary to cause Sub to perform its obligations under this Agreement and to consummate the related Transactions (except the Company Charter Amendment, in the case of Acquiror) Merger and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position other transactions contemplated by Rule 14e-2(a) promulgated under this Agreement on the Exchange Act terms and conditions set forth in this Agreement. Immediately following the date of this Agreement, Parent shall provide or from making any disclosure make available to the Company or the Company's stockholders if, in the good faith judgment a copy of the Board Parent’s approval of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or as the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalsole stockholder of Sub.

Meetings of Stockholders. Subject to the terms Each of CFAM and conditions of this Agreement, each of the Company and Acquiror BRHZ shall take all action necessary, in accordance with applicable law the TBCA and DGCL, respectively, and its charter respective Charter/Certificate of Incorporation and bylawsBylaws, to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable, to consider and vote upon the adoption and approval of the Merger, this Agreement and the Transactions (except transactions contemplated hereby. The stockholder votes required for the Company adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the TBCA and its Charter Amendmentand Bylaws, in the case of Acquiror)CFAM, and the DGCL and its Certificate of Incorporation and Bylaws, in the case of BRHZ. The Company CFAM and Acquiror BRHZ will, through their respective 47 Boards of Directors, recommend to their respective stockholders approval of such matters; provided, however, that the CFAM Board or the BRHZ Board may withdraw its recommendation if (i) CFAM or BRHZ, as the case may be, receives a CFAM Superior Proposal or a BRHZ Superior Proposal, respectively, and (ii) after complying with the provisions of Section 4.4, and Section 4.5 above, respectively, the CFAM Board or the BRHZ Board by a majority vote determines in its good faith judgment, after consultation with and based upon the advice of independent legal counsel, that it is required, in order to comply with its fiduciary duties, to recommend the CFAM Superior Proposal or BRHZ Superior Proposal; provided further, however, that neither CFAM nor BRHZ, respectively, if such party shall have received a CFAM Superior Proposal or BRHZ Superior Proposal, shall, in any event, be permitted to terminate this Agreement as a result of the occurrence of the events described in clauses (i) and (ii) of this sentence. CFAM and BRHZ shall coordinate and cooperate with respect to the timing of their respective stockholder such meetings and shall endeavor use their best efforts to hold such meetings on the same day. The stockholder vote required for day and as soon as practicable after the adoption and approval of the Merger, this Agreement and the Transactions (except the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, by the DGCL and Acquiror's Certificate of Incorporation. The Boards of Directors of the Company and Acquiror shall recommend that their respective stockholders approve the Merger, this Agreement and the related Transactions (except the Company Charter Amendment, in the case of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its duties to the Company or the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposaldate hereof.

Meetings of Stockholders. Subject to the terms and conditions of this Agreement, each of the (a) The Company and Acquiror shall take all action necessary, necessary in accordance with applicable law Delaware Law and the Company Charter Documents to convene the Company Stockholders’ Meeting to be held as promptly as practicable after receipt of a California Permit, for the purpose of voting upon this Agreement and the Merger. The Company shall use its charter and bylaws, commercially reasonable efforts to duly call, give notice of, convene and hold a meeting of solicit from its stockholders to consider and vote upon proxies in favor of the adoption and approval of the Merger, this Agreement and the Transactions approval of the Merger, and to secure the vote or consent of its stockholders required by the rules of Delaware Law and all other applicable legal requirements to obtain such approvals. (except b) Subject to Section 7.3(c): (i) the Board of Directors of the Company Charter Amendment, shall recommend that the stockholders of the Company vote in the case favor of Acquiror). The Company and Acquiror shall coordinate and cooperate with respect to the timing of their respective stockholder meetings and shall endeavor to hold such meetings on the same day. The stockholder vote required for the adoption and approval of the Merger, this Agreement and approval of the Transactions (except Merger at the Company Charter Amendment, in the case of Acquiror) shall be the vote required: (i) in the case of the Company, by the DGCL and the Company's Certificate of IncorporationStockholders’ Meeting; and (ii) in the case of Acquiror, by Company Proxy Statement shall include a statement to the DGCL and Acquiror's Certificate of Incorporation. The Boards effect that the Board of Directors of the Company has recommended that the stockholders of the Company vote in favor of approval and Acquiror shall recommend that their respective stockholders approve the Merger, adoption of this Agreement and approval of the related Transactions (except Merger at the Company Charter Amendment, in Stockholders’ Meeting; and (iii) neither the case Board of Acquiror) and such recommendation shall be contained in the Joint Proxy Statement/Prospectus. Nothing contained in the preceding sentence shall prohibit Directors of the Company from taking and disclosing nor any committee thereof shall withdraw, amend or modify, or propose or resolve to its stockholders withdraw, amend or modify in a position contemplated by Rule 14e-2(a) promulgated under manner adverse to Parent, the Exchange Act or from making any disclosure to the Company or the Company's stockholders if, in the good faith judgment recommendation of the Board of Directors of the CompanyCompany that the stockholders of the Company vote in favor of the adoption and approval of this Agreement and the approval of the Merger. (c) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of the adoption and approval of this Agreement and the approval of the Merger by the stockholders of the Company if (i) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.7 hereof, and (ii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, failure so to disclose would be inconsistent with its duties to that the Company withholding, withdrawal, amendment or modification of such recommendation is required in order for the Company's stockholders under applicable law. Notwithstanding the preceding sentence, neither the Company nor its Board of Directors nor any committee thereof of the Company to comply with its fiduciary obligations to the stockholders of the Company under Applicable Law; provided, however, that prior to publicly withholding, withdrawing, amending or modifying such recommendation, the Company shall withdraw have given Parent at least forty-eight (48) hours written notice (or modifysuch lesser prior notice as provided to the members of the Company’s Board of Directors) and the opportunity to meet with the Company and its counsel. Nothing contained in this Section 7.3(c) shall limit the Company’s obligation to convene and hold the Company Stockholders’ Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or propose publicly to withdraw or modify its position with respect to, this Agreement or the Merger or, except as permitted by the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposalmodified).