Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger. Acquiror will consult with Target and will use its reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law to approve the Merger. For so long as the Board of Directors of Acquiror is required to make the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.

Meetings of Stockholders. Promptly after the date hereof, Target Individual will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Individual Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target Individual will consult with Acquiror Desktop and use its commercially reasonable best efforts to hold the Target Individual Stockholders' Meeting on the same day as the Acquiror Desktop Stockholders' Meeting. Promptly after the date hereof, Acquiror Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for voting upon this Agreement, (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Desktop Common Stock by virtue of the Merger. Acquiror , (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Target Individual and will use its commercially reasonable best efforts to hold the Acquiror Desktop Stockholders' Meeting on the same day as the Target Individual Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target Desktop and Individual will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger foregoing proposals and will to take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to approve obtain such approvals, except to the Merger. For so long as extent that the Board of Directors of Acquiror is required such party determines that doing so would cause the Board of Directors of such party to make the recommendations set forth in Section 5.1, Acquiror will use breach its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergerfiduciary duties under applicable law.

Meetings of Stockholders. Promptly after the date hereof, Target each of Company and Parent will ------------------------ take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting or the Parent Stockholders' Meeting, respectively, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror Agreement and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for Merger or the issuance of shares of Acquiror Parent Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of pursuant to the Merger, respectively. Acquiror will consult with Target and Company will use its commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to approve obtain such approvals, except to the Merger. For so long as extent that the Board of Directors of Acquiror is required to make Company shall have withdrawn or modified its approval of this Agreement or the recommendations set forth Merger in accordance with Section 5.1, Acquiror 5.4(a)(ii). Parent will use its best commercially reasonable efforts to solicit from its stockholders proxies in favor of (i) the amendment approval of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Parent Common Stock by virtue of pursuant to the Merger and (ii) will take all other action necessary or advisable to secure the issuance vote or consent of shares its stockholders required by the rules of Acquiror Common Stock by virtue Nasdaq or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of Parent shall have withdrawn or modified its approval of such matters in accordance with Section 5.1(c). Company will consult with Parent and use its commercially reasonable efforts to hold the MergerCompany Stockholders' Meeting on the same day and at the same time as the Parent Stockholders' Meeting.

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section 6.2(d) hereof, Target will Parent and Company shall each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Merger Parent Stockholder Proposal, in the case of Parent, and will shall take all other action necessary or advisable to secure the vote or consent Company Requisite Vote, in the case of its stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law to approve and all other applicable legal requirements (including, without limitation, the Merger. For so long as rules of Nasdaq, in the Board case of Directors of Acquiror is required to make Company, and the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue rules of the Merger and (ii) New York Stock Exchange, in the issuance case of shares of Acquiror Common Stock by virtue of the MergerParent).

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror Predix will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Predix Stockholders' ’ Meeting to consider the approval of this Agreement and the Merger as promptly as practicable, and in any event within twenty (20) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement and the Merger. Promptly after the date hereof, EPIX will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the EPIX Stockholders’ Meeting to be held as promptly as practicable, and in any event within twenty (to the extent permissible under applicable law20) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of voting upon this Agreement and the Merger and (ii) voting upon the issuance of shares of Acquiror EPIX Common Stock by virtue of the Merger. Acquiror EPIX and Predix will consult with Target and will each use its commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger foregoing proposals and will to take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of the SEC, the National Association of Securities Dealers, Inc. or Delaware Law Law, as applicable, to approve obtain such approvals, except, (i) in the Merger. For so long as case of EPIX, if the Board of Directors of Acquiror is required to make EPIX reasonably concludes in good faith, after having received the recommendations set forth in Section 5.1advice of its outside legal counsel, Acquiror will use its best efforts to solicit from its stockholders proxies in favor that taking such actions would be inconsistent with the Board of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger Directors’ fiduciary duties under applicable law, and (ii) in the issuance case of shares Predix, Predix has taken the actions set forth in the last sentence of Acquiror Common Stock Section 5.1. EPIX may also include proposals for the ratification of its independent auditors and election of directors for approval at the EPIX stockholder meeting, and other matters as may be mutually agreed upon by virtue of the MergerEPIX and Predix.

Meetings of Stockholders. Promptly after the date hereof, Target will ------------------------ (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Target Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreement. Target will consult with Acquiror the approval of the Company Stockholder Proposal and shall use its commercially reasonable best efforts to convene and hold the Target Company Stockholders' Meeting on the same day and at the same time as the Acquiror Parent Stockholders' Meeting. Promptly after the date hereof, Acquiror will Parent shall take all action necessary in accordance with Delaware Law and its Law, the Restated Certificate of Incorporation and its Bylaws to convene the Acquiror Parent Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue approval of the Merger. Acquiror will consult with Target Parent Stockholder Proposal and will shall use its commercially reasonable best efforts to hold the Acquiror Parent Stockholders' Meeting on the same day and at the same time as the Target Company Stockholders' Meeting. For so long as the Board of Directors of Target is required Subject to make the recommendation set forth in Section 5.16.2(c) and Section 6.2(d) hereof, Target will -------------- -------------- Parent and Company shall each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Merger Parent Stockholder Proposal, in the case of Parent, and will shall take all other action necessary or advisable to secure the vote or consent Company Requisite Vote, in the case of its stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law to approve and all other applicable legal requirements (including, without limitation, the Merger. For so long as rules of Nasdaq, in the Board case of Directors of Acquiror is required to make Company, and the recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue rules of the Merger and (ii) New York Stock Exchange, in the issuance case of shares of Acquiror Common Stock by virtue of the MergerParent).

Meetings of Stockholders. Promptly after the date hereof, Target WEST will ------------------------ take all action necessary in accordance with Delaware Law and its Restated Certificate of Incorporation and Bylaws to convene the Target WEST Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under if permitted by applicable law) law within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Merger and this Agreement. Target will consult with Acquiror and use its reasonable best efforts to hold the Target Stockholders' Meeting on the same day as the Acquiror Stockholders' Meeting. Promptly after the date hereof, Acquiror EAST will take all action necessary in accordance with Delaware Massachusetts Law and its Certificate of Incorporation Restated Articles and Bylaws to convene the Acquiror EAST Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under if permitted by applicable law) law within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of voting upon the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Mergerthis Agreement. Acquiror EAST and WEST will consult with Target each other and will use its their commercially reasonable best efforts to hold the Acquiror their respective Stockholders' Meeting Meetings on the same day as day. Promptly after the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1date hereof, Target EAST and WEST will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger issuance of shares of EAST Common Stock pursuant to the terms of the Merger, as the case may be, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware or Massachusetts Law to approve obtain such approvals, except to the Merger. For so long as extent that the Board of Directors of Acquiror is required such party, upon advice of its outside legal counsel, shall determine that doing so would cause the Board of Directors of such party to make the recommendations set forth in Section 5.1, Acquiror will use breach its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergerfiduciary duties under applicable law.

Meetings of Stockholders. Promptly after the date hereof, Target Pentose will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to obtain a consent of stockholders, or to convene the Target Pentose Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 30 days after the declaration of effectiveness of the Registration StatementStatement and delivery of the Prospectus contained therein to the Stockholders, for the purpose of (i) voting upon this Agreement. Target will consult with Acquiror Agreement and use its reasonable best efforts (ii) obtaining the election by the holders of a majority of the outstanding shares of Pentose Preferred Stock not to hold treat the Target Stockholders' Meeting on the same day merger contemplated hereby as the Acquiror Stockholders' Meetinga liquidation, dissolution or winding up of Pentose under Section (B)(2)(c) of Article Fourth of Pentose's Certificate of Incorporation. Promptly after the date hereof, Acquiror Vitex will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Acquiror Vitex Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) amending its Certificate of Incorporation to increase its authorized share capital to allow for voting upon this Agreement, (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Vitex Common Stock by virtue of the Merger, (iii) the increase in the number of shares of Vitex Common Stock subject to the Vitex Amended and Restated 1998 Incentive Plan and (iv) the increase in the number of authorized shares of capital stock. Acquiror Vitex and Pentose will consult with Target and will each use its commercially reasonable best efforts to hold the Acquiror Stockholders' Meeting on the same day as the Target Stockholders' Meeting. For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger foregoing proposals and will to take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to approve obtain such approvals, except to the Merger. For so long as extent that the Board of Directors of Acquiror is required such party determines that doing so would cause the Board of Directors of such party to make the recommendations set forth in Section 5.1, Acquiror will use breach its best efforts to solicit from its stockholders proxies in favor of (i) the amendment of Acquiror's Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Mergerfiduciary duties under applicable law.