Common use of Stockholders' Approval Clause in Contracts

Stockholders' Approval. (a) Purchaser shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status of the solicitation of votes with respect thereto. Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (b) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article IX, Purchaser agrees that its obligations to call, give notice of, convene and hold the Purchaser Stockholder Meeting pursuant to this Section 6.5 shall not be affected by the making of a Purchaser Change of Recommendation and its obligations pursuant to this Section 6.5 shall not be affected by the commencement, announcement, disclosure, or communication to Seller, of any Purchaser Competing Proposal or other proposal or the occurrence or disclosure of any Purchaser Intervening Event.

Stockholders' Approval. (a) Purchaser The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e)6.3, the Purchaser Company Board shall recommend that the stockholders of Purchaser the Company approve and adopt this Agreement at the Securities Issuances. Unless Company Stockholders Meeting and the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Company Board shall solicit from stockholders of Purchaser the Company proxies in favor of the Securities Issuancesadoption of this Agreement, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser the Company (i) shall be required to adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the PurchaserCompany’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Company Stockholders Meeting and (ii) may, and at Seller’s reasonable request shall, may adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Purchaser StockholderCompany Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder and such Company Stockholders Meeting may be adjourned only twice pursuant to or postponed every time the circumstances described in the foregoing clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Lawexist); and provided further that the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser The Company shall use reasonable best efforts to promptly provide Seller Parent with all voting tabulation reports relating to the Purchaser Stockholder Company Stockholders Meeting that have been prepared by Purchaser the Company or Purchaserthe Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller Parent reasonably informed regarding the status of the solicitation of votes and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once Purchaser the Company has established a record date for the Purchaser Stockholder Company Stockholders Meeting, Purchaser the Company shall not change such record date or establish a different record date for the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.4, the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance and the Parent Board shall solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Class A Common Stock and Parent Class B Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Class A Common Stock and Parent Class B Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in accordance with Section 6.4, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, Parent shall not change such record date or establish a different record date for the Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (bc) The Parties shall cooperate and use their reasonable best efforts to set the record dates for and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, on the same day and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article IXVIII, Purchaser each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Purchaser Stockholder Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.5 6.6 shall not be affected by the making of a Purchaser Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.5 6.6 shall not be affected by the commencement, announcement, disclosure, or communication to Sellerthe Company or Parent, as applicable, of any Purchaser Company Competing Proposal or Parent Competing Proposal or other proposal (including, with respect to the Company, a Company Superior Proposal) or the occurrence or disclosure of any Purchaser Company Intervening Event or Parent Intervening Event. (e) Immediately after the execution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

Stockholders' Approval. (a) Purchaser As promptly as practicable after the Registration Statement is declared effective under the Securities Act, the Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Company Stockholder Approval, to be held as promptly as reasonably practicable following after the clearance of the Proxy Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except Except, in each case, as permitted by Section 6.3(e)6.3, (x) the Purchaser Company Board shall recommend that the stockholders of Purchaser the Company approve the Securities Issuances. Unless Merger, (y) the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Company Board shall solicit from stockholders of Purchaser the Company proxies in favor of the Securities IssuancesMerger, and (z) the Proxy Statement Statement/Prospectus shall include the Company Board Recommendation; provided, that, following a Company Change of Recommendation, the Company shall not be required to solicit proxies in favor of the Merger. Notwithstanding anything to the contrary contained in this Agreement, Purchaser the Company (i) shall be required to adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement Statement/Prospectus is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting Company stockholders, or (B) unless the Company Board has effected a Company Change of Recommendation, if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting Company Stockholders Meeting, and (ii) may, and at Seller’s reasonable request shall, may adjourn or postpone the Purchaser Company Stockholder Meeting after consultation with Isla, if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either voted in person or by proxy) favor of the Merger, to obtain the Purchaser StockholderCompany Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 ten Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) or (B), but not more than twice, and shall not be adjourned more than twice pursuant to the foregoing clause (i)(Bii) existwithout Isla’s consent); and provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser If reasonably requested by Isla, the Company shall use reasonable best efforts to promptly provide Seller with all voting tabulation reports relating to the Purchaser Stockholder Company Stockholders Meeting that have been prepared by Purchaser the Company or Purchaserthe Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller Isla reasonably informed regarding the status of the solicitation of votes with respect theretosolicitation. Once Purchaser the Company has established a record date for the Purchaser Stockholder Company Stockholders Meeting, Purchaser the Company shall not change such record date or establish a different record date for the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller Isla (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Isla (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting and the Company shall not submit any other proposal to such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement) and (ii) the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting; provided, that, the Company may (A) amend any Company Equity Plan in order to effectuate, and (B) submit a proposal to the stockholders of the Company at the Company Stockholders Meeting or at a meeting of the stockholders of the Company other than the Company Stockholders Meeting for approval of, in each case, without the prior written consent of Isla, the issuance of additional shares under such Company Equity Plan in an amount necessary to effectuate the treatment of any Company Restricted Stock Awards, Company PSU Awards, or Company Stock Option Awards pursuant to Section 3.4; provided, further, that, solely to the extent that it is determined under the applicable rules of the NYSE that the adoption of the Equity Incentive Plan requires the approval of the stockholders of the Company at the Company Stockholders Meeting or otherwise, then the Company shall adopt an amendment to any Company Equity Plan that provides an for additional share reserve for issuance following the Merger Effective Time in an amount equivalent to up to 2% of the total outstanding New PubCo Class A Common Stock and shall submit a proposal to the stockholders of the Company at the Company Stockholders Meeting or at a meeting of the stockholders of the Company other than the Company Stockholders Meeting for approval of such amendment (it being understood that the approval of any such proposal shall not be a condition to Closing with respect to any Party). (b) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article IXVIII, Purchaser the Company agrees that its obligations to call, give notice of, convene and hold the Purchaser Stockholder Company Stockholders Meeting pursuant to this Section 6.5 shall not be affected by the making of a Purchaser Company Change of Recommendation and and, except as expressly provided otherwise in this Section 6.5, its obligations pursuant to this Section 6.5 shall not be affected by the commencement, announcement, disclosure, or communication to Seller, the Company of any Purchaser Company Competing Proposal or other proposal (including a Company Superior Proposal) or the occurrence or disclosure of any Purchaser Company Intervening Event. (c) Immediately after the execution of this Agreement, (i) Isla, acting upon the approval of Isla’s Board of Directors obtained prior to the date of this Agreement in accordance with Isla’s Organizational Documents, shall duly approve and adopt this Agreement in its capacity as the sole stockholder of New PubCo required to approve and adopt this Agreement in accordance with applicable Law and the Organizational Documents of New PubCo and shall deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement (other than board designation rights contemplated by the draft Board Letter Agreement shared among the Parties, which rights were granted in accordance with, and do not require the approval or consent of Isla under, the Organizational Documents of New PubCo), (ii) New PubCo, acting upon the approval of the New PubCo Board of Directors obtained prior to the date of this agreement, shall duly approve and adopt this Agreement in its capacity as the sole stockholder of C Merger Sub in accordance with applicable Law and the Organizational Documents of C Merger Sub and shall deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement, and (iii) Isla shall deliver to the Company evidence of the action by unanimous written consent of each of the holders of equity interests of Isla approving and adopting this Agreement in accordance with applicable Law and the Organizational Documents of Isla and shall deliver to the Company evidence of such written consent so approving and adopting this Agreement.

Stockholders' Approval. (a) Purchaser shall take all action necessary in accordance with applicable Laws Each of Parent and the Organizational Documents of Purchaser to Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders stockholders, as applicable (the “Parent Meeting” and the “Company Meeting,” respectively), to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (i) the Purchaser Stockholder ApprovalRequisite Parent Vote and the Requisite Company Vote required in connection with this Agreement, the First-Step Merger and the Parent Share Issuance, (ii) with respect to Parent, obtaining the requisite vote to approve the Exemption Amendment (as defined in the Investment Agreement) (it being understood that the failure to obtain such approval shall not constitute the failure of any closing condition set forth in Article VII) and (iii) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, including procedural matters and matters required by applicable Law to be held voted on by the applicable party’s stockholders in connection with the adoption of this Agreement and in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, advisory note to approve certain compensation that may become payable to the applicable party’s named executive officers in connection with the consummation of the Mergers. Each of Parent and the Company shall (A) use its commercially reasonable efforts to cause such meetings to occur as promptly soon as reasonably practicable following and on the clearance same date and (B) engage a proxy solicitor reasonably acceptable to the other party to assist in the solicitation of the Proxy Statement by the SEC (and in any event will use reasonable best efforts proxies from its stockholders. Such meetings may be held virtually, subject to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, applicable law and the Proxy Statement organizational documents of each party. (b) Each of Parent or the Company shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Parent Meeting or (B) the Company Meeting, as the case may be, if, as of the time for which the Purchaser Stockholder Meeting such meeting is scheduled, originally scheduled there are insufficient shares of Parent Common Stock or Company 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 meeting, or if on the date of such meeting the Company or Parent, as applicable, has not received proxies representing a sufficient number of shares necessary to obtain the Requisite Company Vote or the Requisite Parent Vote, and each of the Company and Parent, as applicable, shall continue to use its commercially reasonable efforts to solicit proxies from its stockholders in order to obtain the Requisite Company Vote or Requisite Parent Vote, respectively; provided that the foregoing shall not restrict in any way each of the Boards of Directors of Company or Parent from making a Recommendation Change permitted by Section 6.14(d), disclosing such Recommendation Change and the basis and reasons therefor. Notwithstanding anything to the contrary herein, but subject to the obligation to adjourn or postpone the Parent Meeting or the Company Meeting in accordance with the first sentence of this Section 6.4(b), unless this Agreement has been terminated in accordance with its terms, (i) the Parent Meeting shall be convened and the Parent Share Issuance shall be submitted to the stockholders of Parent at such Purchaser Stockholder the Parent Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Company Meeting shall be adjourned convened and this Agreement shall be submitted to the stockholders of Company at the Company Meeting, and nothing contained herein shall be deemed to relieve either Parent or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall Company of such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days obligation prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status termination of the solicitation of votes with respect thereto. Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (b) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article IX, Purchaser agrees that in accordance with its obligations to call, give notice of, convene and hold the Purchaser Stockholder Meeting pursuant to this Section 6.5 shall not be affected by the making of a Purchaser Change of Recommendation and its obligations pursuant to this Section 6.5 shall not be affected by the commencement, announcement, disclosure, or communication to Seller, of any Purchaser Competing Proposal or other proposal or the occurrence or disclosure of any Purchaser Intervening Eventterms.

Stockholders' Approval. (a) Purchaser The Company shall take all action necessary use its reasonable best efforts to obtain, as soon as reasonably practicable after the execution and delivery of this Agreement, the Requisite Stockholder Approval in accordance with applicable Laws Law and the Organizational Documents of Purchaser the Company. If delivered, the Stockholder Consent shall be irrevocable with respect to duly give notice ofall shares of Capital Stock that are owned beneficially or of record by the applicable consenting holders of Capital Stock or as to which they have, convene and hold directly or indirectly, the right to vote or direct the voting thereof. (b) In the event the Requisite Stockholder Approval is obtained pursuant to an action by written consent of the holders of Capital Stock in lieu of action taken at a meeting of its stockholders for the purpose Company’s stockholders, the Company shall deliver to each holder of obtaining shares of Capital Stock that did not consent to such action notice of such action as required pursuant to applicable Law. (c) If required to avoid the Purchaser Stockholder Approval, to be held as promptly as reasonably practicable following the clearance imposition of Taxes under Section 4999 of the Proxy Statement by Code or the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by loss of deduction under Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor 280G of the Securities Issuances, and Code with respect to any payment or benefit in connection with the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in transactions contemplated by this Agreement, Purchaser the Company will (ia) shall be required to adjourn or postpone the Purchaser Stockholder Meeting no later than ten (A10) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Closing Date. Purchaser shall use reasonable best efforts to provide Seller , solicit from each “disqualified individual” (as defined in Section 280G(c) of the Code) with voting tabulation reports relating respect to the Purchaser Stockholder Meeting Company who is entitled or may be entitled to receive any payment or benefits that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding would constitute a “parachute payment” (within the status meaning of Section 280G(b)(2)(A) of the solicitation Code) a waiver of votes such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that all remaining payments and benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) and (b) no later than nine (9) Business Days prior to the Closing Date, with respect theretoto each individual who agrees to grant the waiver described in clause (a), submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the rights of any such “disqualified individual” to receive the Waived 280G Benefits. Once Purchaser has established a record date No later than five (5) Business Days prior to soliciting waivers from the “disqualified individuals”, the Company shall provide drafts of such waivers and disclosure materials to Parent for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller its reasonable review and approval (which consent shall approval will not be unreasonably withheld, conditioned or delayed). If any of the Waived 280G Benefits fail to be approved by the stockholders as contemplated above, unless required such Waived 280G Benefits shall not be made or provided. Prior to do so by applicable Law the Effective Time, the Company shall deliver to Parent evidence reasonably acceptable to Parent that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 6.7(c) and that either (a) the requisite number of votes of the stockholders of the Company was obtained with respect to any Waived 280G Benefits (the “Section 280G Approval”) or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (b) Without limiting the generality of the foregoingSection 280G Approval was not obtained, unless this Agreement shall have been terminated pursuant to Article IXand, Purchaser agrees that its obligations to callas a consequence, give notice of, convene and hold the Purchaser Stockholder Meeting pursuant to this Section 6.5 any Waived 280G Benefits shall not be affected by the making of a Purchaser Change of Recommendation and its obligations pursuant to this Section 6.5 shall not be affected by the commencement, announcement, disclosure, made or communication to Seller, of any Purchaser Competing Proposal or other proposal or the occurrence or disclosure of any Purchaser Intervening Eventprovided.

Stockholders' Approval. (a) Purchaser The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser to duly call, give notice of, convene convene, and hold a meeting of its stockholders for the purpose of obtaining Stockholders (the Purchaser Stockholder Approval, to be held “Company Stockholders Meeting”) as promptly soon as reasonably practicable following after the clearance date of the Proxy Statement by the SEC (and this Agreement, and, in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e)connection therewith, the Purchaser Board Company shall recommend that mail a proxy statement (the stockholders “Company Proxy Statement”) to the holders of Purchaser approve the Securities IssuancesCompany Stock in advance of such meeting. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, and the The Company Proxy Statement shall include the Board Recommendation. Notwithstanding anything Company Board’s recommendation to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount holders of the time prior Company Stock to adopt this Agreement and approve the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside DateMerger. Purchaser The Company shall use reasonable best efforts to provide Seller with voting tabulation reports relating to (i) solicit from the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status holders of Company Stock proxies in favor of the solicitation adoption of votes with respect theretothis Agreement and approval of the Merger and (ii) take all other commercially reasonable actions that are reasonably necessary or advisable to secure the vote or consent of the holders of Company Stock required by applicable Law and the Organizational Documents of the Company to obtain such approval (such approval, the “Company Stockholder Approval”). Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser The Company shall not change such record date or establish a different record date submit any other proposals for approval at the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller (which consent Buyer. The Company shall keep Buyer and Merger Sub updated with respect to proxy solicitation results as requested by Buyer or Merger Sub. Once the Company Stockholders Meeting has been called and noticed, the Company shall not be unreasonably withheldpostpone or adjourn the Company Stockholders Meeting without the consent of Buyer other than (i) in order to obtain a quorum of its stockholders or (ii) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Company Proxy Statement for compliance with applicable Law. If the Company Board makes a Company Adverse Recommendation Change, conditioned or delayed)it will not alter the obligation of the Company to submit the adoption of this Agreement and the approval of the Merger to the holders of Company Stock at the Company Stockholders Meeting to consider and vote upon, unless required this Agreement shall have been terminated in accordance with its terms prior to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunderthe Company Stockholders Meeting. (b) In connection with the Company Stockholders Meeting, as promptly as practicable following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the Securities and Exchange Commission (the “SEC”). Buyer, Merger Sub, and the Company will cooperate and consult with each other in the preparation of the Company Proxy Statement. Without limiting the generality of the foregoing, unless this Agreement each of Buyer and Merger Sub will furnish the Company the information relating to it required by the Securities and Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. The Company shall not file the Company Proxy Statement, or any amendment or supplement thereto, without providing Buyer a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its reasonable best efforts to cause the Company Proxy Statement at the date that it (and any amendment or supplement thereto) is first published, sent, or given to the stockholders of the Company and at the time of the Company Stockholders Meeting, to comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. The Company shall use its reasonable best efforts to resolve, and each Party agrees to consult and cooperate with the other Parties in resolving, all SEC comments with respect to the Company Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Buyer prior to responding to SEC comments with respect to the preliminary Company Proxy Statement. Each of Buyer, Merger Sub, and the Company agree to correct any information provided by it for use in the Company Proxy Statement which shall have been terminated pursuant become false or misleading and the Company shall promptly prepare and mail to Article IX, Purchaser agrees that its obligations stockholders an amendment or supplement setting forth such correction. The Company shall as soon as reasonably practicable: (i) notify Buyer of the receipt of any comments from the SEC with respect to call, give notice of, convene the Company Proxy Statement and hold the Purchaser Stockholder Meeting pursuant to this Section 6.5 shall not be affected any request by the making SEC for any amendment to the Company Proxy Statement or for additional information; and (ii) provide Buyer with copies of a Purchaser Change of Recommendation all written correspondence between the Company and its obligations pursuant agents advisors and other representatives, on the one hand, and the SEC, on the other hand, with respect to this Section 6.5 shall not be affected by the commencement, announcement, disclosure, or communication to Seller, of any Purchaser Competing Proposal or other proposal or the occurrence or disclosure of any Purchaser Intervening EventCompany Proxy Statement.

Stockholders' Approval. (a) Purchaser The Company shall take take, in accordance with the OGCL, the Company Charter and the Company Code of Regulations and the rules of the NYSE, all action necessary in accordance with applicable Laws to establish a record date and the Organizational Documents of Purchaser to duly call, give notice of, convene and hold a meeting of its stockholders the Company Meeting as soon as reasonably practicable after the Proxy Statement is cleared by the SEC for the purpose of obtaining the Purchaser Stockholder ApprovalRequisite Company Vote required in connection with this Agreement and the Merger, with the date of such meeting to be held as promptly as reasonably practicable following the clearance set after consultation with Parent. The adoption of the Proxy Statement by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser (ithe adjournment or postponement of the Company Meeting due to the absence of a quorum or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Company Vote, and, if applicable, the advisory vote required by Rule 14a-21(c) under the Exchange Act shall be required the only matters which the Company shall propose to be acted on by the Stockholders at the Company Meeting, unless otherwise approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned). The Company may adjourn or postpone the Purchaser Stockholder Company Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Company Meeting is originally scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of such Purchaser Stockholder Company Meeting, or if on the date of such Company Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as Company has not received proxies representing a sufficient number of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) necessary to obtain the Purchaser StockholderRequisite Company Vote; provided, however, that unless otherwise agreed to by the Parties, Company may not adjourn or postpone the Purchaser Stockholder Company Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date a total of two (2) times or for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no an aggregate of more than 7 fifteen (15) calendar days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaserwithout Parent’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status of the solicitation of votes with respect thereto. Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunderconsent. (b) Without limiting Subject to Section 6.9, the generality Board of Directors of the foregoingCompany shall (i) use its reasonable best efforts to obtain from the Stockholders the Requisite Company Vote, unless this Agreement shall have been terminated pursuant including by communicating to Article IX, Purchaser agrees that its obligations to call, give notice of, convene and hold the Purchaser Stockholder Meeting pursuant to this Section 6.5 shall not be affected by Stockholders the making of a Purchaser Change of Company Recommendation and its obligations pursuant (ii) include the Company Recommendation in the Proxy Statement. The Company shall, if requested by Parent, engage a proxy solicitor reasonably acceptable to this Section 6.5 shall not be affected by Parent to assist in the commencement, announcement, disclosure, or communication solicitation of proxies from Stockholders relating to Seller, of any Purchaser Competing Proposal or other proposal or the occurrence or disclosure of any Purchaser Intervening EventRequisite Company Vote.