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 FNF shall take all action necessary, necessary in accordance with applicable law and its charter the FNF Charter and bylaws, FNF By-laws to duly call, give notice of, convene and hold a meeting of its stockholders (the "FNF Stockholders Meeting") to consider and vote upon the adoption of this Agreement and to cause such vote to be taken. The Company shall take all action necessary in accordance with applicable law and the Company Charter and Company By-laws to convene a meeting of its shareholders (the "Company Shareholders Meeting") to consider and vote upon the approval of the Merger, this Agreement issuance of Company Common Stock in the Merger and the Transactions Company Incentive Plan Amendment (except collectively, the "Company Vote Items") and to cause such vote to be taken. Subject to Section 5.8 hereof, FNF and the Company Charter Amendmentshall, in through their respective Boards of Directors, recommend to their respective stockholders adoption or approval, as the case may be, of Acquiror)the foregoing matters and FNF shall take all lawful action to solicit such adoption or approval, as the case may be, by its stockholders. The Company and Acquiror shall coordinate and cooperate with respect Without limiting the generality of the foregoing, (x) FNF agrees that its obligations pursuant to the timing first and last sentences of their respective stockholder meetings and this Section 5.3 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 not be the vote required: (i) in the case of the Company, affected by the DGCL and the Company's Certificate of Incorporation; and (ii) in the case of Acquiror, withdrawal or modification by the DGCL and Acquiror's Certificate of Incorporation. The Boards Board of Directors of FNF of its approval or recommendation of this Agreement or the Merger and (y) the Company and Acquiror shall recommend agrees 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 obligations pursuant to the Company second and last sentences of this Section 5.3 shall not be affected by the withdrawal or the Company's stockholders if, in the good faith judgment of modification by the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with Company of its duties to approval or recommendation of any of the Company or the Company's stockholders under applicable lawVote Items. Notwithstanding the preceding sentence, neither FNF and the Company nor its Board shall use reasonable efforts to hold the FNF Stockholders Meeting and the Company Shareholders Meeting on the same day as the meeting of Directors nor any committee thereof shall withdraw or modify, or propose publicly stockholders of FNT 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 be held to approve or recommend, an Acquisition Proposalthe Securities Exchange Agreement and use their reasonable best efforts to hold such meetings as soon as practicable after the Form S-4 is declared effective.

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 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 (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, Barnxxxxx xxx 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 Barnxxxxx xxx the Company, the approval of this Agreement and the Transactions (except transactions contemplated hereby. Barnxxxxx xxx 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 Barnxxxxx xxxckholders. (ib) in Parent, if a vote of its stockholders is required by the case rules of the NYSE, Barnxxxxx xxx 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 Barnxxxxx xxxer 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 Barnxxxxx xxx 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 lawfiduciary obligations. 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 Proposal8.4.

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 The Company and Acquiror shall 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 (the "STOCKHOLDERS' MEETING"), to consider and vote be held as promptly as practicable or, if applicable, on such later date as may be required by the Secretary of State of North Carolina after the issuance of a North Carolina Permit (in the event that Parent shall issue the shares of Parent Common Stock pursuant to Section 5.1(a)), or to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act (in the event that Parent shall issue the shares of Parent Common Stock hereunder pursuant to the Registration Statement), for the purpose of voting upon the approval and adoption and approval of the Merger, this Agreement and the Transactions transactions contemplated hereby, as appropriate. In connection therewith, (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 Acquirora) 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 CompanyCompany shall approve this Agreement and declare its advisability, after consultation and recommend that the stockholders of the Company vote in favor of and adopt and approve this Agreement at the Stockholders' Meeting, and (b) the Information Statement or Proxy Statement, as applicable, shall include a statement to the effect that the Board of Directors of the Company has recommended that the stockholders of the Company vote in favor of and adopt and approve this Agreement at the Stockholders' Meeting. The Proxy Statement shall specify that adoption of this Agreement shall constitute approval by the stockholders of the Company of: (i) the escrow and all other provisions of Article VII hereof and the deposit of that number of shares of Parent Common Stock equal to the Escrow Amount into the Escrow Fund and (ii) in favor of the appointment of Laura Witt as Stockholder Representative, under and as defined in this Xxxxxxxxx. The Company shall consult with outside counselParent regarding the date of the Stockholders' Meeting and shall not postpone or adjourn (other than for absence of a quorum) the Stockholders' Meeting without the consent of Parent. The Company shall use its best efforts to obtain the consent of its stockholders sufficient to approve this Agreement and to enable the Closing to occur as promptly as practicable. The Company shall give its stockholders sufficient notice such that no stockholder will be able to exercise appraisal rights if such stockholder has not perfected such appraisal rights prior to Closing, failure so pursuant to disclose would Section 262 of Delaware Law. In addition, the Company shall (i) simultaneously submit for approval by the stockholders of the Company by the requisite vote any payments or benefits that may be inconsistent deemed to constitute "parachute payments" pursuant to Section 280G of the Code, such that all such payments or benefits shall not be deemed to be "parachute payments" pursuant to proposed regulations issued pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that such requisite stockholder approval has not been obtained with its duties respect to any payment or benefit that may be deemed to constitute a "parachute payment" within the meaning of the proposed regulations issued pursuant to Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Schedule 5.2 lists all persons who the Company reasonably believes are, with respect to the Company or any Affiliate, "disqualified individuals" (within the Company's stockholders under applicable lawmeaning of Section 280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof. Notwithstanding On or about the preceding sentencedate which is five (5) business days prior to the expected date of the Closing, neither the Company nor its Board shall, as and to the extent necessary, deliver to Parent a revised Schedule 5.2, which sets forth any additional information which the Company reasonably believes would affect the determination of Directors nor any committee thereof shall withdraw or modifythe persons who are, or propose publicly to withdraw or modify its position with respect toto the Company or any Affiliate, this Agreement or deemed to be "disqualified individuals" (within the Merger or, except meaning of Section 280G of the Code and the regulations promulgated thereunder) as permitted by of the preceding sentence, approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposaldate of each such revised Schedule 5.2.

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 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 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 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.

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.