Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Click2learn Stockholders’ Meeting to be held as promptly as practicable, for the purpose of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly after the date hereof, Docent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable 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 their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, 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 Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn (i) the Company will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Click2learn Company Stockholders’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 10 days after the filing of the definitive Proxy Statement, for the purpose of voting upon approval and adoption of this Agreement and approval of the Click2learn Merger andMerger, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly after the date hereof, Docent (ii) Parent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Parent Stockholders’ Meeting to be held as promptly as practicable practicable, and in any event (to the extent permissible under applicable law) within 45 days after the filing of the definitive Proxy Statement, for the purpose of voting upon (A) to approve and adopt this Agreement, (B) to approve the Docent Merger andMerger, (C) to authorize the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the extent applicableMerger, (D) to authorize the other transactions contemplated by this Agreementchange of Parent’s name, and (E) to approve an increase in the authorization of Parent Common Stock to be reserved under Parent’s option and stock plans such that the number of shares reserved thereunder would in the aggregate represent 20% of Parent’s capital stock on a fully diluted basis (the “Stock Pool Increase”) (collectively, also “Parent Stockholder Approval”). Docent will Parent and the Company shall consult with Click2learn each other and will use its commercially all reasonable efforts to hold the Docent Company Stockholders’ Meeting and the Parent Stockholder Meeting on the same day as the Click2learn Stockholders’ Meetingday. Subject to Sections 5.2(b) and 5.2(cSection 6.2(c), Docent and Click2learn the Company will each use its commercially reasonable 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 their respective its stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, as the case may be, The Company may adjourn or postpone its the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective the Company’s stockholders in advance of a vote on the Mergers issuance of Parent Common Stock and this Agreement Parent Warrants pursuant to the Merger or, if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Company Capital Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ Meeting. Parent may adjourn or postpone the Parent Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Parent’s stockholders in advance of a vote on the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger and this Agreement or, if as of the time for which the Parent Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. Parent shall ensure that the Parent Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger, and the Company Stockholders’ Meeting shall be called, noticed, convened and held prior to the calling, noticing, convening or holding of any meeting of the Company’s stockholders to consider approval of any Acquisition Proposal or Superior Offer.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn will Company shall take all action necessary in accordance with the DGCL Delaware Law and its Certificate of Incorporation and Bylaws to convene the Click2learn Company Stockholders’ Meeting ' Meeting, to be held as promptly as practicablepracticable after the Registration Statement is declared effected under the Securities Act, for the purpose of voting upon the Click2learn Merger andapproval of the Company Stockholder Proposal and shall use its commercially reasonable efforts to convene and hold the Company Stockholders' Meeting on the same day and at the same time as the Parent Stockholders' Meeting. Parent shall take all action necessary in accordance with Delaware Law, the Restated Certificate of Incorporation and its Bylaws to convene the Parent Stockholders' Meeting, to be held as promptly as practicable after the extent applicableRegistration Statement is declared effected under the Securities Act, for the other transactions contemplated by this Agreement. Click2learn will consult with Docent purpose of voting upon the approval of the Parent Stockholder Proposal and shall use its commercially reasonable efforts to hold the Click2learn Parent Stockholders’ ' Meeting on the same day and at the same time as the Docent Company Stockholders’ Meeting. Promptly after the date hereof, Docent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ ' Meeting. Subject to Sections 5.2(bSection 6.2(c) and 5.2(c)Section -------------- ------- 6.2(d) hereof, Docent Parent and Click2learn will Company shall each use its commercially reasonable ----- 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 their respective stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by the rules of the National Association of Securities Dealers, Inc. or the DGCL Delaware Law and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to (including, without limitation, the contrary contained rules of Nasdaq, in this Agreement, Docent or Click2learn, as the case may beof Company, may adjourn or postpone its Stockholders’ Meeting to and the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as rules of the time for which the Stockholders’ Meeting is originally scheduled (as set forth New York Stock Exchange, in the Proxy Statement) there are insufficient shares case of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingParent).

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn will The Company shall take all action necessary in accordance with the DGCL Delaware Law and its Certificate of Incorporation and Bylaws to convene the Click2learn Company Stockholders’ Meeting ' Meeting, to be held as promptly as practicablepracticable after the Registration Statement is declared effective under the Securities Act, for the purpose of voting upon the Click2learn adoption of the Merger andAgreement and shall use its commercially reasonable efforts to convene and hold the Company Stockholders' Meeting on the same day and immediately subsequent to the Parent Stockholders' Meeting. In connection therewith, (i) the Board of Directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders' Meeting, and (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company Stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders' Meeting; provided, however, that until the date on which this Agreement is approved and adopted by the Company Stockholders, this Section 5.2 shall not prohibit the Board of Directors of the Company or the Company Special Committee from withdrawing, amending or modifying such recommendation or proposing to do any of the foregoing if such Company Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Company Special Committee in its sole discretion deems appropriate, that such action is advisable in connection with the Company Special Committee's fiduciary obligations to the Company Stockholders under applicable law. Parent shall take all action necessary in accordance with Delaware Law, its Certificate of Incorporation and its Bylaws to convene the Parent Stockholders' Meeting, to be held as promptly as practicable after the extent applicableRegistration Statement is declared effective under the Securities Act, for the other transactions contemplated by this Agreement. Click2learn will consult with Docent purpose of voting upon the approval of the issuance of shares of Parent Common Stock in the Merger and shall use its commercially reasonable efforts to hold the Click2learn Parent Stockholders’ ' Meeting on the same day as and immediately preceding the Docent Company Stockholders’ ' Meeting. Promptly after In connection therewith, (i) the date hereof, Docent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable efforts to solicit from its Parent Special Committee shall unanimously recommend that Parent's stockholders proxies vote in favor of the adoption issuance of shares of Parent Common Stock at the Parent Stockholders' Meeting, 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 their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, 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 (ii) the Proxy Statement is provided shall include a statement to its respective stockholders the effect that the Parent Special Committee has unanimously recommended that the Parent Stockholders vote in advance favor of a vote on the Mergers and adopt and approve this Agreement orat the Parent Stockholders' Meeting; provided, if as however, that until the date on which this Agreement is approved and adopted by the Parent Stockholders, this Section 5.2 shall not prohibit the Parent Special Committee from withdrawing, amending or modifying such recommendation or proposing to do any of the time for which foregoing if such Parent Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Parent Special Committee in its sole discretion deems appropriate, that such action is advisable in connection with the Stockholders’ Meeting is originally scheduled (as set forth in Parent Special Committee's fiduciary obligations to the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingParent Stockholders under applicable law.

Meetings of Stockholders. (a) Promptly after the date Subject to Section 6.8 hereof, Click2learn Sensytech will take all action necessary in accordance with the DGCL applicable law and its Certificate of Incorporation charter and Bylaws bylaws to convene the Click2learn Stockholders’ Meeting to be held as promptly as practicable, for the purpose of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly reasonably practicable after the date hereof, Docent will take all action necessary but in accordance with any event (to the DGCL extent permissible under applicable law) within 30 days after the declaration of effectiveness of the Form S-4, a meeting (the “Sensytech Stockholders’ Meeting”) of the holders of Sensytech Common Stock and its shall submit for approval by the Sensytech stockholders at such meeting or any adjournment thereof (i) the adoption of this Agreement and approval of the Merger and (ii) an amendment to Sensytech’s certificate of incorporation (the “Certificate of Incorporation Amendment”) increasing Sensytech’s authorized shares of capital stock to 100,000,000 shares, consisting of 90,000,000 shares of Sensytech Common Stock and Bylaws 10,000,000 shares of Sensytech preferred stock or such other amounts of shares as the parties may mutually agree. Such Certificate of Amendment shall be subject to convene the Docent review and approval of Argon prior to its submission to the Sensytech stockholders for approval. Subject to Section 6.3 and the obligations of its directors under the Delaware corporation law, Sensytech, through its Board of Directors, shall recommend approval and adoption of the Merger and the Certificate of Amendment by the Sensytech stockholders at the Sensytech Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreementor any adjournment thereof. Docent will consult with Click2learn and Sensytech will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the Merger, and Sensytech will take all other action necessary or advisable to obtain such approval and to secure the vote or consent of its stockholders required by Delaware law, its charter and bylaws, Nasdaq National Market requirements and any other applicable requirement. The Sensytech Stockholders’ Meeting shall be called, noticed, convened, held and conducted, and all proxies solicited by Sensytech in connection with the Sensytech Stockholders’ Meeting shall be solicited, in compliance with Delaware law, Sensytech’s charter and bylaws, Nasdaq National Market requirements and other applicable requirements. The Proxy Statement/ Prospectus shall include a statement to the effect that the Board of Directors of Sensytech has recommended that the Sensytech stockholders vote in favor of the adoption of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure at the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, 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 Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Sensytech Stockholders’ Meeting. Subject to Section 6.3 and the obligations of the Sensytech directors under the Delaware corporation law, neither the Board of Directors of Sensytech nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify in a manner adverse to Argon, its recommendation that Sensytech’s stockholders vote in favor of adoption of this Agreement and approval of the Merger.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn The Company will take all action necessary in accordance with the DGCL applicable law and its Certificate of Incorporation and Bylaws By-laws to convene a meeting of its stockholders (the Click2learn Stockholders’ Meeting "Stockholders Meeting") to be held as promptly as practicable, for the purpose of voting consider and vote upon the Click2learn Merger and, to approval of the extent applicable, the other transactions contemplated by this AgreementMerger. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly after the date hereof, Docent Conseco will take all action necessary in accordance with the DGCL applicable law and its Certificate Articles of Incorporation and Bylaws By-laws to convene a meeting of its stockholders (the Docent Stockholders’ Meeting "Conseco Stockholders Meeting") to consider and vote upon the approval of the issuance of Conseco Common Stock in the Merger. Conseco shall (i) cause LPG Acquisition to submit this Agreement and the transactions contemplated hereby for approval and adoption of Conseco, as sole stockholder, by written consent, (ii) cause the shares of capital stock of LPG Acquisition to be held as promptly as practicable voted for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the transactions contemplated hereby, and (iii) cause to be taken all additional actions necessary for LPG Acquisition to adopt and approve this Agreement and the transactions contemplated hereby. Subject to Section 4.9 hereof in the case of the Company, the Company and Conseco will, through their respective Boards of Directors, recommend to their respective stockholders approval of the Merger foregoing matters. Without limiting the generality of the foregoing, the Company agrees that, subject to its right to terminate this Agreement pursuant to Section 4.9, its obligations pursuant to the first sentence of Section 4.2 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. Conseco and the Company will take all other action necessary or advisable use their best efforts to secure hold the vote or consent Stockholders Meeting and the Conseco Stockholders Meeting on the same day and use best efforts to hold such Meetings and (except in the case of the Company, subject to Section 4.9 hereof) to obtain the favorable votes of their respective stockholders required by as soon as practicable after the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, 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 Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meetingdate hereof.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn the Company will take all action necessary in accordance with the DGCL Delaware Law and its Certificate of Incorporation and Bylaws to convene the Click2learn Company Stockholders’ ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn The Company will consult with Docent Parent and use its all commercially reasonable efforts to hold the Click2learn Company Stockholders’ ' Meeting on the same day as the Docent Parent Stockholders’ ' Meeting. Promptly after the date hereof, Docent Parent will take all action necessary in accordance with the DGCL Nova Scotia Law and its Certificate Memorandum and Articles of Incorporation and Bylaws Association to convene the Docent Parent Stockholders’ ' Meeting to be held as promptly as practicable practicable, and in any event (to the extent permissible under applicable law) within forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Docent Merger and, to issuance of shares of Parent Common Stock by virtue of the extent applicable, the other transactions contemplated by this AgreementMerger. Docent Parent will consult with Click2learn the Company and will use its all commercially reasonable efforts to hold the Docent Parent Stockholders’ ' Meeting on the same day as the Click2learn Company Stockholders’ ' Meeting. Subject For so long as the Board of Directors of the Company is required to Sections 5.2(b) and 5.2(c)make the recommendation set forth in Section 5.1, Docent and Click2learn the Company will each use its all commercially reasonable 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 their respective its stockholders required by Delaware Law to approve the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvalsMerger. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learn, For so long as the case may be, may adjourn or postpone its Stockholders’ Meeting Board of Directors of Parent is required to make the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as recommendations set forth in Section 5.1, Parent will use -47- 55 all commercially reasonable efforts to solicit from its stockholders proxies in favor of the Proxy Statement) there are insufficient issuance of shares of Docent Parent Common Stock or Click2learn Common Stock (as by virtue of the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingMerger.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn Each of New Plan and Excel will take all action necessary in accordance with the DGCL applicable law and its Certificate Declaration of Incorporation Trust and Bylaws Charter and Bylaws, as applicable, to convene the Click2learn Stockholders’ Meeting to be held as promptly as practicable, for the purpose a meeting of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly after the date hereof, Docent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable 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 shareholders or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learnstockholders, as the case may be, may adjourn or postpone its Stockholders’ Meeting as promptly as practicable to consider and vote upon, in the case of New Plan (including any adjournment thereof, the "New Plan Shareholders Meeting") the approval of the Trust Amendments, this Agreement, the Merger and the other transactions contemplated hereby, and, in the case of Excel (including any adjournment thereof, the "Excel Stockholders Meeting") the approval of the Excel Stockholder Matters. The Board of Directors of Excel and the Board of Trustees of New Plan shall each recommend such approval and Excel and New Plan shall each take all lawful, commercially reasonable action to solicit such approval, including, without limitation, timely mailing the Proxy Statement/Prospectus (as defined in Section 7.8). Excel and New Plan shall coordinate and cooperate with respect to the extent necessary timing of such meetings and shall use their reasonable efforts to ensure that any necessary supplement hold such meetings on the same day. If on the date of the meetings of Excel and New Plan established pursuant to this paragraph, either Excel or amendment New Plan has respectively received less than the requisite vote and neither an New Plan Takeover Proposal nor an Excel Takeover Proposal has been publicly disclosed and not withdrawn prior to the date of such meeting, then both parties shall recommend the adjournment of their respective meetings until the first to occur of (i) the date ten (10) days after the originally scheduled date of such meetings or (ii) the date on which duly executed proxies for the requisite number of votes approving the Merger (in the case of New Plan) or the Excel Stockholder Matters (in the case of Excel) shall have been obtained. Notwithstanding the foregoing, New Plan and Excel and their respective Boards of Trustees and Boards of Directors may take and disclose to shareholders or stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act if required to do so by the Exchange Act, comply with Rule 14d-9 thereunder and make all other disclosures required by applicable law. It shall be a condition to the mailing of the Proxy Statement is provided to its respective stockholders in advance Statement/Prospectus that (i) Excel shall have received a "comfort" letter from Coopers & Lybrxxx X.X.P., independent public accountants for New Plan, dated as of a vote date within two business days before the date on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled Form S-4 (as set forth defined in Section 7.8) shall become effective, with respect to the financial statements of New Plan included in the Proxy Statement/Prospectus, in form and substance reasonably satisfactory to Excel, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4 and the Proxy Statement/Prospectus, and (ii) there are insufficient shares New Plan shall have received a "comfort" letter from Coopers & Lybrxxx X.X.P., independent public accountants for Excel, dated as of Docent Common Stock or Click2learn Common Stock (as a date within two business days before the case may be) represented (either date on which the Form S-4 shall become effective, with respect to the financial statements of Excel included in person or the Proxy Statement/Prospectus, in form and substance reasonably satisfactory to New Plan, and customary in scope and substance for "comfort" letters delivered by proxy) independent public accountants in connection with registration statements and proxy statements similar to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingForm S-4 and the Proxy Statement/Prospectus.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn Each of New Plan and Excel will take all action necessary in accordance with the DGCL applicable law and its Certificate Declaration of Incorporation Trust and Bylaws Charter and Bylaws, as applicable, to convene the Click2learn Stockholders’ Meeting to be held as promptly as practicable, for the purpose a meeting of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Click2learn will consult with Docent and use its commercially reasonable efforts to hold the Click2learn Stockholders’ Meeting on the same day as the Docent Stockholders’ Meeting. Promptly after the date hereof, Docent will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and will use its commercially reasonable efforts to hold the Docent Stockholders’ Meeting on the same day as the Click2learn Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn will each use its commercially reasonable 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 shareholders or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent or Click2learnstockholders, as the case may be, may adjourn or postpone its Stockholders’ Meeting as promptly as practicable to consider and vote upon, in the case of New Plan (including any adjournment thereof, the "New Plan Shareholders Meeting") the approval of the Trust Amendments, this Agreement, the Merger and the other transactions contemplated hereby, and, in the case of Excel (including any adjournment thereof, the "Excel Stockholders Meeting") the approval of the Excel Stockholder Matters. The Board of Directors of Excel and the Board of Trustees of New Plan shall each recommend such approval and Excel and New Plan shall each take all lawful, commercially reasonable action to solicit such approval, including, without limitation, timely mailing the Proxy Statement/Prospectus (as defined in Section 7.8). Excel and New Plan shall coordinate and cooperate with respect to the extent necessary timing of such meetings and shall use their reasonable efforts to ensure that any necessary supplement hold such meetings on the same day. If on the date of the meetings of Excel and New Plan established pursuant to this paragraph, either Excel or amendment New Plan has respectively received less than the requisite vote and neither a New Plan Takeover Proposal 55 nor an Excel Takeover Proposal has been publicly disclosed and not withdrawn prior to the date of such meeting, then both parties shall recommend the adjournment of their respective meetings until the first to occur of (i) the date ten (10) days after the originally scheduled date of such meetings or (ii) the date on which duly executed proxies for the requisite number of votes approving the Merger (in the case of New Plan) or the Excel Stockholder Matters (in the case of Excel) shall have been obtained. Notwithstanding the foregoing, New Plan and Excel and their respective Boards of Trustees and Boards of Directors may take and disclose to shareholders or stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act if required to do so by the Exchange Act, comply with Rule 14d-9 thereunder and make all other disclosures required by applicable law. It shall be a condition to the mailing of the Proxy Statement is provided to its respective stockholders in advance Statement/Prospectus that (i) Excel shall have received a "comfort" letter from Coopers & Xxxxxxx L.L.P., independent public accountants for New Plan, dated as of a vote date within two business days before the date on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled Form S-4 (as set forth defined in Section 7.8) shall become effective, with respect to the financial statements of New Plan included in the Proxy Statement/Prospectus, in form and substance reasonably satisfactory to Excel, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4 and the Proxy Statement/Prospectus, and (ii) there are insufficient shares New Plan shall have received a "comfort" letter from Coopers & Xxxxxxx L.L.P., independent public accountants for Excel, dated as of Docent Common Stock or Click2learn Common Stock (as a date within two business days before the case may be) represented (either date on which the Form S-4 shall become effective, with respect to the financial statements of Excel included in person or the Proxy Statement/Prospectus, in form and substance reasonably satisfactory to New Plan, and customary in scope and substance for "comfort" letters delivered by proxy) independent public accountants in connection with registration statements and proxy statements similar to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingForm S-4 and the Proxy Statement/Prospectus.

Meetings of Stockholders. (a) Promptly after the date hereof, Click2learn Exar will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Click2learn Exar Stockholders’ Meeting to be held as promptly as practicable, for the purpose of voting upon approval of the Click2learn Merger and, to issuance of shares of Exar Common Stock in the extent applicable, the other transactions contemplated by this AgreementMerger. Click2learn Exar will consult with Docent Sipex and use its commercially reasonable efforts to hold the Click2learn Exar Stockholders’ Meeting on the same day as the Docent Sipex Stockholders’ Meeting. Promptly after the date hereof, Docent Sipex will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Docent Sipex Stockholders’ Meeting to be held as promptly as practicable for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by adoption of this Agreement. Docent Sipex will consult with Click2learn Exar and will use its commercially reasonable efforts to hold the Docent Sipex Stockholders’ Meeting on the same day as the Click2learn Exar Stockholders’ Meeting. Subject to Sections 5.2(b) and 5.2(c), Docent and Click2learn (i) Exar will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval issuance of shares of Exar Common Stock in the Merger and will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules Marketplace Rules of the National Association of Securities Dealers, Inc. NASDAQ Stock Market or the DGCL and all other applicable legal requirements Legal Requirements to obtain such approvals, and (ii) Sipex will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Marketplace Rules of the NASDAQ Stock Market or the DGCL and all other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Docent Sipex or Click2learnExar, as the case may be, may adjourn or postpone its Stockholdersstockholders’ Meeting meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its respective stockholders in advance of a vote on the Mergers and this Agreement orissuance of shares of Exar Common Stock or the Merger, if as of the time for which the Stockholdersstockholders’ Meeting meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Exar Common Stock or Click2learn Sipex Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholdersstockholders’ Meetingmeeting.