Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.

Stockholders Meeting. (a) Subject to the provisions of this AgreementThe Company, acting through the Company Board (or a committee thereof), shall (i) take all action necessary in accordance with as soon as reasonably practicable following the MBCA, the Exchange Act, date on which the Company Organizational Documents and learns that the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company Proxy Statement will not change be reviewed or that the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) andSEC has no further comments thereon, duly call, give notice of, convene and hold a meeting of its stockholders to be held no more than 50 days thereafter for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders Meeting”) and shall not postpone, recess or adjourn such meeting; provided, that the Company may postpone, recess or adjourn such meeting (i) if on the date on which the Stockholders Meeting is originally scheduled (as promptly as set forth in the Proxy Statement), the Company has not received proxies representing a sufficient number of Shares to obtain the Company Requisite Vote or there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (ii) if the failure to postpone, recess or adjourn the Stockholders Meeting would reasonably practicable following be expected to be a violation of applicable Law for the mailing distribution of any required amendment or supplement to the Proxy Statement to be timely provided to the holders of Shares; provided, further, that the Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso to a date that is more than 30 days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent. The Company’s stockholders for the purpose of obtaining , acting through the Company Stockholder Approval Board (the “Stockholders’ Meeting”or a committee thereof), shall (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iiia) subject to Section 6.1(c), include in the Proxy Statement the Recommendation, (b) include the written opinion of the Financial Advisor, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a Change financial point of Board Recommendation in accordance with view, to the holders of the Common Stock (other than the holders of Cancelled Shares, Subsidiary Shares and Dissenting Shares), and (c) subject to Section 5.36.1(c), use its reasonable best efforts to obtain the Company Requisite Vote, including to solicit from its stockholders proxies necessary to obtain the Company Requisite Vote; provided that, notwithstanding anything to the contrary contained in favor this Agreement, the Company Board may fail to include the Recommendation in the Proxy Statement or withdraw, modify, qualify in any manner adverse to Parent, or change the Recommendation, or formally resolve to effect or publicly announce an intention to effect any of the approval foregoing (a “Change of Recommendation”), if (x) (A) a bona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, knowingly encouraged or facilitated in violation of Section 6.1 is made to the Company and is not withdrawn and the Company Board determines in good faith, after consultation with, and taking into account the advice of, its Financial Advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or (B) there exists any Intervening Event, (y) the Company Board shall have determined in good faith, after consultation with, and taking into account the advice of, outside legal counsel to the Company, that the failure of the Company Board to effect a Change of Recommendation would be inconsistent with its fiduciary duties under applicable Law and (z) (A) if such Change of Recommendation is made in response to an Acquisition Proposal, the Company complies with the provisions of Section 6.1(c) or (B) if such Change of Recommendation is made in response to an Intervening Event, the Company (x) delivers to Parent a written notice informing Parent that the Company Board proposes to take such action and the basis of the proposed action (including a reasonably detailed description of the underlying facts giving rise to, and the reasons for taking, such action) no less than four (4) Business Days before taking such action and (y) during such four (4) Business Day period, if requested by Parent, engages in good faith negotiations with Parent and its Representatives regarding any adjustments in the terms and conditions of this Agreement and proposed by Parent so that such event, development, circumstance, change, effect, condition or occurrence would cease to warrant a Change of Recommendation. The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the Contemplated Transactions and (iv) be entitledcontrary contained in this Agreement, but not required, if subsequent to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption date of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected makes a Change of Board Recommendation, the Company nevertheless shall (x) submit this Agreement to the stockholders holders of the Company as promptly as practicable Shares for the purpose of obtaining the Company Stockholder Approval approval and adoption at the Stockholders’ Stockholders Meeting unless and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyuntil this Agreement is terminated in accordance with its terms.

Stockholders Meeting. The Company shall use its reasonable best efforts to take, all action necessary to duly call, give notice of, convene, and hold a meeting of the stockholders of the Company Common Stock (athe “Stockholders Meeting”) Subject as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon the provisions adoption of this Agreement, which meeting date shall be no later than thirty (30) Business Days after (a) the tenth (10th) day after the preliminary Proxy Statement has been filed with the SEC (or if such date is not a Business Day, the next succeeding Business Day) if by such date the SEC has not informed the Company shall that it intends to review the Proxy Statement or (ib) take all action necessary in accordance with if by such tenth (10th) day the MBCASEC has informed the Company that it intends to review the Proxy Statement, the Exchange Act, date on which the SEC confirms that it has no further comments on the Proxy Statement. The Company Organizational Documents and shall not submit any other proposals for approval at the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), other than (x) andprocedural matters and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, duly calladvisory note to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger. The Company shall (A) provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (B) give written notice to Parent one day prior to the Stockholder Meeting, give notice and on the day of, convene and hold a meeting but prior to the Stockholder Meeting, indicating whether as of its stockholders as promptly as reasonably practicable following such date sufficient proxies representing the mailing Company Stockholder Approval has been obtained. Following the distribution of the Proxy Statement pursuant to Section 5.4, the Company’s stockholders for date of the purpose Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of obtaining Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the Company may, without the written consent of Parent (not to be unreasonably withheld, conditioned or delayed), adjourn, recess or postpone the Stockholders Meeting (i) if the Company believes in good faith, after consultation with outside legal counsel, it will not receive proxies sufficient to obtain the Company Stockholder Approval Approval, whether or not a quorum is present (provided that, the “Stockholders’ Meeting”Company may not, without the prior written consent of Parent, adjourn or postpone the Stockholder Meeting more than ten (10) Business Days on any single occasion), (ii) conduct a “broker search” in accordance with Rule 14a-13 if it is necessary to adjourn or postpone the Stockholders Meeting to ensure that the holders of Company Common Stock are given sufficient time to evaluate any required supplement or amendment to the Exchange Act in a manner to enable the record date for Proxy Statement (as determined by the Company in good faith after consultation with its outside legal counsel) (provided that, the Company may not, without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), adjourn or postpone the Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statementmore than ten (10) Business Days on any single occasion), or (iii) subject if and to the extent such adjournment or postponement of the Stockholder Meeting is required by Law. The Company shall, except to the extent that the Company Board is expressly permitted to make a Change of Board Recommendation pursuant to (and in compliance with) Section 5.3(e) (which shall not, in any event, affect the Company’s obligation to hold the Stockholders Meeting at which this Agreement shall be submitted to the holders of the Company Common Stock for adoption as aforesaid except to the extent this Agreement is terminated in accordance with Section 5.37.1), (i) use its commercially reasonable best efforts to solicit from its stockholders the holders of Company Common Stock proxies in favor of the approval adoption of this Agreement and approval of the Contemplated Transactions Merger; and (ivii) upon Parent’s reasonable request, adjourn or postpone the Stockholders Meeting up to two (2) times for a period not in excess of twenty (20) calendar days each time, if it is reasonably expected that there will be entitled, but an insufficient number of votes of Company Common Stock represented (either in person or by proxy) to achieve Company Stockholder Approval and if such action would not required, to postpone or adjourn be a violation of the Stockholdersdirectors’ Meeting to fiduciary duties under applicable Law and (iii) use reasonable best other commercially reasonably efforts to solicit additional proxies and votes in favor secure the vote or consent of adoption the holders of this Agreement if sufficient votes have not been obtained; provided, howeverCompany Common Stock as required by applicable Law, the Stockholders’ Meeting rules of the Nasdaq and the Company Charter Documents. Without limiting the generality of the foregoing, the Company’s obligations pursuant to this Section 5.5 shall not be adjourned affected by the commencement, public proposal, public disclosure or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject communication to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyunless this Agreement has been terminated in accordance with Section 7.1(f).

Stockholders Meeting. (a) Subject to Seller will, as soon as practicable following the provisions of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) andExecution Date, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following (the “Stockholders Meeting”) for the purpose of seeking the Stockholder Approval and, subject to Section 6.6, will use its reasonable best efforts to solicit approval of this Agreement. Seller will schedule the Stockholders Meeting to be held within twenty-five (25) Business Days of the initial mailing of the Proxy Statement Statement. Except as set forth on Schedule 6.8, any adjournments or postponements of the Stockholders Meeting shall require the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). Seller, in consultation with Xxxxxxxxx, shall set a record date for Persons entitled to notice of, and to vote at, the Company’s stockholders for Stockholders Meeting, and, except as set forth on Schedule 6.8, shall not change such record date without the purpose prior written consent of obtaining the Company Stockholder Approval Purchaser (the “Stockholders’ Meeting”such consent not to be unreasonably withheld, conditioned or delayed), (ii) . Seller shall conduct a “broker search” search in accordance with Rule 14a-13 of the Exchange Act on a date selected by Seller in a manner consultation with Purchaser to enable the such record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly within sixty-one (61) days following the effectiveness of Execution Date. Unless the Proxy Statement, (iii) subject to Board shall have made a Change of Board Recommendation in accordance with Section 5.3Recommendation, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to Seller shall use reasonable best efforts to obtain the Stockholder Approval, including to solicit additional proxies and votes in favor of adoption approval of the Asset Sale and the other transactions contemplated by this Agreement if sufficient votes have not been obtained; providedAgreement. Seller shall ensure all proxies solicited by Seller and its Representatives in connection with the Stockholders Meeting are solicited in compliance with all applicable Law. Seller shall, howeverupon the reasonable request of Purchaser, advise Purchaser at least on a daily basis on each of the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than last seven (7) Business Days. Subject Days prior to the Company Board not having effected a Change date of Board Recommendation, the Company shall (x) submit this Agreement Stockholders Meeting as to the stockholders aggregate tally of proxies received by Seller with respect to the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval. The Stockholder Approval at matters shall be the Stockholders’ Meeting and only matters (yother than a customary adjournment proposal) not submit any Acquisition Proposal for approval that Seller shall propose to be acted on by the stockholders of Seller at the CompanyStockholders Meeting without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

Stockholders Meeting. (a) Subject to As promptly as reasonably practicable after the provisions effectiveness of this Agreementthe Registration Statement, the Company Parent shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, under applicable Law to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene of and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing holders of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval Parent Common Stock (the “Stockholders’ Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c); (iv) to effect the Reincorporation and (v) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2024 Incentive Plan”), which 2024 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options and Parent RSUs or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) conduct a and (iii) collectively, the “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Required Parent Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy StatementProposals”, and clauses (i), (ii), (iii) subject to a Change of Board Recommendation in accordance with Section 5.3), use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however(v) collectively, the Stockholders’ “Parent Stockholder Matters”). The Parent Stockholder Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company held as promptly as practicable for after the purpose of obtaining date that the Company Stockholder Approval at Registration Statement is declared effective under the Stockholders’ Meeting Securities Act, and (y) not submit in any Acquisition Proposal for approval by event, no later than 45 calendar days after the stockholders effective date of the CompanyRegistration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) calendar days in connection with any postponements or adjournments.

Stockholders Meeting. (a) Subject to the provisions of this AgreementThe Company, acting through the Company Board (or a committee thereof), shall (i) as promptly as practicable following confirmation by the SEC that the SEC has no further comments on the Proxy Statement, take all action necessary in accordance with necessary, including under the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with ParentDGCL, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders Meeting”) and shall not, without the prior written consent of Parent, postpone, recess or adjourn such meeting; provided that the Company may postpone, recess or adjourn such meeting (i) if on the date on which the Stockholders Meeting is originally scheduled (as promptly as set forth in the Proxy Statement), the Company has not received proxies representing a sufficient number of Company Shares to obtain the Company Requisite Vote or there are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (ii) if the failure to postpone, recess or adjourn the Stockholders Meeting would reasonably practicable following be expected to be a violation of applicable Law for the mailing distribution of any required amendment or supplement to the Proxy Statement to be timely provided to the Company’s stockholders for the purpose holders of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so Shares; provided that the Stockholders’ Stockholders Meeting can shall not be held promptly following postponed, recessed or adjourned pursuant to this proviso to a date that is more than thirty (30) days after the effectiveness date on which the Stockholders Meeting was originally scheduled without the prior written consent of the Proxy Statement, Parent. The Company shall (iiia) subject to a Change of Board Section 6.1(c), include in the Proxy Statement the Recommendation in accordance with and (b) subject to Section 5.36.1(c), use its reasonable best efforts to obtain the Company Requisite Vote, including to actively solicit from its (or cause to be solicited) proxies necessary to obtain the Company Requisite Vote; provided that the Company Board may (i) fail to include the Recommendation in the Proxy Statement distributed to stockholders; (ii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, or otherwise declare advisable to the stockholders proxies in favor of the approval Company, an Acquisition Proposal; (iii) following the commencement of a tender offer or exchange offer that constitutes an Acquisition Proposal, fail to publish, send or give to its stockholders, pursuant to Rule 14e-2 under the Exchange Act, within the ten (10) Business Day period (as specified in Rule 14e-2 under the Exchange Act) after such tender offer or exchange offer is first published, sent or given, or subsequently amended in any material respect, a statement recommending that stockholders reject such tender offer or exchange offer and affirming the Recommendation; or (iv) formally resolve to effect or publicly announce an intention to effect any of the foregoing, in each case prior to obtaining the Company Requisite Vote (a “Change of Recommendation”), if (x) (A) a bona fide Acquisition Proposal that was made after the date hereof and was not initiated, solicited, encouraged or facilitated in, and did not otherwise result from a, material violation of Section 6.1 is made to the Company and is not withdrawn and the Company Board determines in good faith, after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or (B) there exists any event, development, circumstance, change, effect, condition or occurrence (other than an Acquisition Proposal) that was not known by the Company Board or, if known, the consequences of which were not known or reasonably foreseeable, as of the date of this Agreement, (y) the Company Board shall have determined in good faith, after consultation with its outside legal counsel, that the failure of the Company Board to effect a Change of Recommendation would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and (z) (A) if such Change of Recommendation is made in response to an Acquisition Proposal, the Company complies with the provisions of Section 6.1(c) or (B) if such Change of Recommendation is not made in response to an Acquisition Proposal, the Company (x) delivers to Parent a written notice informing Parent that the Company Board proposes to take such action and the basis of the proposed action no less than four (4) Business Days before taking such action and (y) during such four (4) Business Day period, if requested by Parent, engages in good faith negotiations with Parent and its Representatives regarding any adjustments in the terms and conditions of this Agreement and proposed by Parent so that such event, development, circumstance, change, effect, condition or occurrence would cease to warrant a Change of Recommendation. The Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the Contemplated Transactions and (iv) be entitledcontrary contained in this Agreement, but not required, if subsequent to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption date of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected makes a Change of Board Recommendation, the Company nevertheless shall (x) submit this Agreement to the stockholders holders of the Company as promptly as practicable Shares for the purpose of obtaining the Company Stockholder Approval approval and adoption at the Stockholders’ Stockholders Meeting unless and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyuntil this Agreement is terminated in accordance with its terms.

Stockholders Meeting. (a) Subject to As soon as reasonably practicable following the provisions date on which the staff of this Agreementthe SEC advises the Company that it has no further comments on the Proxy Statement, the Company Company, acting through its Board of Directors, shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish duly set a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following for the mailing purpose of adopting this Agreement and the approval of the Merger (the “Stockholders Meeting”), with such record date to be selected with the consent of Parent (not to be unreasonably withheld, conditioned or delayed), (ii) convene and hold the Stockholders Meeting, with the date of the Stockholders Meeting, subject to the Company’s rights pursuant to Section 6.1(b), to be no more than thirty (30) days after the dissemination of the Proxy Statement to the Company’s stockholders for and selected with the purpose consent of obtaining the Company Stockholder Approval Parent (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting not to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statementunreasonably withheld, conditioned or delayed) and (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from obtain the Company Requisite Vote (except to the extent that the Company has effected a Change of Recommendation in accordance with Section 6.1(c)). The Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results. Neither the Board of Directors of the Company nor any committee thereof shall, except as provided in Section 6.1(c), directly or indirectly, withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Recommendation or otherwise make any public statement inconsistent with the Recommendation (any such action or any resolution or agreement to take any such action being referred to as a “Change of Recommendation”); it being understood that any disclosure of a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act (other than any “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) of the Exchange Act, or a statement that contains both an express rejection of any applicable Acquisition Proposal and an express reaffirmation to its stockholders proxies in favor of the approval Merger) shall be deemed to be a Change of this Agreement Recommendation and neither the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn Company nor the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes Board of Directors of the Company may effect a Change of Recommendation except in favor of adoption of this Agreement if sufficient votes have not been obtainedaccordance with Section 6.1(c); provided, however, that nothing in this Agreement will prohibit accurate disclosure by the Stockholders’ Meeting Company (and such disclosure shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall deemed to be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, Recommendation by the Company shall Company) of (x) submit factual information regarding the business, financial condition or results of operations of Parent or the Company or (y) the fact that an Acquisition Proposal has been made, the identity of the party making such Acquisition Proposal or the material terms of such Acquisition Proposal in the Proxy Statement or otherwise, to the extent the Company in good faith determines that such information, facts, identity or terms is required to be disclosed under applicable Law. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement to is terminated in accordance with Section 8.1, the stockholders obligation of the Company as promptly as practicable for to call, give notice of, convene and hold the purpose Stockholders Meeting pursuant to this Section 6.1 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval or by the stockholders a Change of the CompanyRecommendation.

Stockholders Meeting. The Company will take, in accordance with Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of holders of Shares (athe “Stockholders Meeting”) Subject to as promptly as practicable after the provisions of this AgreementS-4 Registration Statement is declared effective, the Company shall and in any event will use its reasonable best efforts (i) take all action necessary in accordance with to convene the MBCAStockholders Meeting not later than 120 days after the date of this Agreement (or, the Exchange Actif later, the Company Organizational Documents and the rules not more than 60 days after effectiveness of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”S-4 Registration Statement), (ii) conduct to consider and vote upon the adoption of this Agreement and (iii) to cause such vote to be taken and completed (collectively, the “Stockholder Meeting Covenant”). The Board of Directors of the Company shall not make a “broker search” Change In Recommendation unless (i) the Company shall have provided written notice to Parent that the Board of Directors of the Company intends to take such action, the Notice Period shall have elapsed since the date on which Parent received such notice (it being understood that the Notice Period in accordance this circumstance shall be shortened by the minimum amount necessary for the Company or its Board of Directors to comply with Rule 14a-13 any applicable time periods under Sections 14d-9 and 14e-2 of the Exchange Act in a manner Act, to enable the record date for extent relevant) and the Company Stockholder Meeting to be set so that shall have complied in all material respects with the Stockholders’ Meeting can be held promptly following applicable provisions of Section 6.2(c), (ii) the effectiveness Board of Directors of the Proxy StatementCompany shall have determined in good faith, after consulting with its outside legal counsel and financial advisors and taking into account any Revised Terms, that it must take such action in order to comply with its fiduciary duties under Law and (iii) subject to if the Change In Recommendation is being made primarily as a Change result of an Acquisition Proposal, such Acquisition Proposal is a Superior Proposal. Unless and until the Board Recommendation has been withdrawn as permitted by this Agreement, the Board Approval and Board Recommendation shall be included in accordance with Section 5.3, the Prospectus/Proxy Statement and the Board of Directors of the Company shall take all lawful action to solicit the adoption of this Agreement by the holders of Shares by the Company Requisite Vote. The Company shall submit this Agreement to the holders of Shares for adoption by them at the Stockholders Meeting (and shall use its reasonable best efforts to solicit from its stockholders proxies in favor do so within the time period prescribed herein) whether or not the Board of Directors makes a Change In Recommendation after the approval date of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyAgreement.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the The Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, hold and convene and hold a meeting of its stockholders to consider the adoption of this Agreement, to be held as promptly as reasonably practicable following after the mailing date hereof. Subject to an Adverse Recommendation Change expressly permitted pursuant to Section 4.2(c) or this Section 5.3, (i) the Board shall recommend that the stockholders of the Proxy Statement to Company vote in favor of the adoption of this Agreement (the “Company Recommendation”) at the Company’s stockholders for stockholders’ meeting and the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, shall use its reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the approval adoption of this Agreement and (ii) the Contemplated Transactions and (iv) be entitled, but not required, Proxy Statement shall include a statement to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes effect that the Board has recommended that the Company’s stockholders vote in favor of adoption of this Agreement at the Company’s stockholders’ meeting. The Board shall not (i) withhold, withdraw, modify or qualify (or publicly propose to withdraw, modify or qualify) in any manner adverse to Parent the Company Recommendation or (ii) adopt, approve or recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (any action described in clauses (i) or (ii) being referred to herein as a “Adverse Recommendation Change”); provided that, at any time prior to obtaining the Requisite Stockholder Vote, the Board may make an Adverse Recommendation Change only if sufficient votes the Board determines in good faith, after consultation with its outside legal advisors, that (A) the failure to take such action would be inconsistent with its fiduciary duties to the Company’s stockholders under Delaware law and (B) if such Adverse Recommendation Change is made in response to an Acquisition Proposal, the Company has complied with Section 4.2(c); provided that no Adverse Recommendation Change may be made in response to an Acquisition Proposal and the Company may not terminate this Agreement pursuant to Section 7.1(d) unless the Board determines that such Acquisition Proposal constitutes a Superior Proposal. In any case in which the Company makes an Adverse Recommendation Change pursuant to Section 4.2, unless this Agreement is terminated, (1) the Company shall nevertheless submit this Agreement to a vote of its stockholders and (2) the Proxy Statement and any and all accompanying materials (including the proxy card (which shall provide that signed proxies which do not specify the manner in which the shares of Company Common Stock subject thereto are to be voted shall be voted “FOR” adopting this Agreement), the “Proxy Materials”)) shall be identical in form and content to Proxy Materials that would have not been obtainedprepared by the Company had no Adverse Recommendation Change been made, except for appropriate changes to the disclosure in the Proxy Statement stating that such Adverse Recommendation Change has been made. If the Company has complied with its obligations pursuant to Section 4.2, the Company may adjourn or postpone the Company’s stockholders’ meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders or, if as of the time for which the Company’s stockholders’ meeting is originally scheduled (as set forth in the Proxy Statement) 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 meeting; provided, however, the Stockholders’ Meeting shall not that no adjournment may be adjourned to a date on or postponed on more than after three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject Days prior to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companydate set forth in Section 7.1(b)(ii).

Stockholders Meeting. The Company, acting through the Company Board (a) Subject or a duly appointed committee thereof), shall promptly as practicable following the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (the “SEC Clearance Date”), use reasonable best efforts to take all action required under the provisions of this AgreementDGCL, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange ActCharter, the Company Organizational Documents By-laws and the rules applicable requirements of the NYSE, Nasdaq necessary to promptly and in consultation with Parent, to establish a record date for (duly call and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold as promptly as practicable a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders’ Stockholders Meeting”); provided that the Stockholders Meeting shall be duly called and notice thereof given within five (5) business days of the SEC Clearance Date and set to be held on a date not later than thirty (30) days following the date on which such notice is given; provided, however, that the Company may postpone, recess or adjourn such meeting solely (i) to the extent required by Law, (ii) conduct a “broker search” to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in accordance with Rule 14a-13 order to obtain the Company Requisite Vote or (iii) if as of the Exchange Act time for which the Stockholders Meeting is originally scheduled (as set forth in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum is necessary to conduct the business of the Stockholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall, subject to Section 4.03, (iiia) make the Company Board Recommendation and include in the Proxy Statement the Company Board Recommendation and, subject to a Change the consent of Board Recommendation in accordance with Section 5.3the Financial Advisor, the written opinion of the Financial Advisor, and (b) use its reasonable best efforts to solicit from its stockholders proxies in favor of obtain the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business DaysCompany Requisite Vote. Subject Notwithstanding anything to the Company Board not having effected a Change of Board Recommendationcontrary contained in this Agreement, the Company shall (x) submit not be required to hold the Stockholders Meeting if this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyis validly terminated.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the Company Parent shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, under applicable Law to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene of and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing holders of Parent Common Stock to consider and vote to approve (1) the conversion of the Proxy Statement Parent Convertible Preferred Stock issued pursuant to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and (iv2) be entitled, but not requiredif deemed necessary or appropriate by Parent or as otherwise required by applicable Law or Contract, to postpone or adjourn authorize sufficient Parent Common Stock in Parent’s certificate of incorporation for the Stockholders’ Meeting conversion of the Parent Convertible Preferred Stock issued pursuant to use reasonable best efforts this Agreement and the Stock Purchase Agreement and/or to solicit additional proxies and votes in favor of adoption effectuate a reverse stock split (collectively, the “Charter Amendment Proposal”) pursuant to the terms of this Agreement if sufficient votes have not been obtained; provided, however(collectively, the Stockholders’ “Parent Stockholder Matters” and such meeting, the “Parent Stockholders Meeting”). The Parent Stockholder Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company held as promptly as practicable for after the purpose of obtaining date that the Company definitive Proxy Statement is filed with the SEC, and in any event no later than one hundred and eighty (180) days after the Closing Date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Approval at Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by contrary contained herein, if on the stockholders date of the CompanyParent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the Company shall (i) take all action necessary Unless this Agreement has been terminated in accordance with Article 9, Parent will take, in accordance with applicable Law (including the MBCA, the Exchange Act, the Company Organizational Documents DGCL) and its certificate of incorporation and bylaws and the rules of the NYSENASDAQ, and in consultation with Parent, all action necessary to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) anddate, duly call, give notice of, convene and hold a meeting of its stockholders holders of Parent Common Stock (the “Stockholders Meeting”) for purposes of obtaining the Parent Stockholder Approval on a date selected by Parent after consultation with Buyer as promptly as reasonably practicable following (and in any event no later than forty-five (45) calendar days after (i) the mailing of tenth (10th) calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed Parent that it intends to review the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), or (ii) conduct a “broker search” in accordance if the SEC has by such date informed Parent that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, subject to any delay that may be reasonably necessary to comply with the rules of the NASDAQ and/or Rule 14a-13 of under the Exchange Act in a manner with respect to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedStockholders Meeting); provided, however, Parent may postpone or adjourn the Stockholders’ Stockholders Meeting shall solely (i) with the consent of Buyer; (ii) after consultation with Buyer, if Parent has not received proxies representing a sufficient number of shares of Parent Common Stock for the Parent Stockholder Approval to constitute a quorum necessary to conduct the business of the Stockholders Meeting; or (iii) after consultation with and approval of Buyer (such approval not to be adjourned unreasonably withheld, conditioned or postponed on more than three (3) occasions delayed), to allow reasonable time for any supplemental or amended disclosure which Parent has determined in good faith is reasonably necessary under applicable Law for such supplemental or amended disclosure to be disseminated and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject reviewed by holders of Parent Common Stock prior to the Company Board not having effected a Change Stockholders Meeting. Notwithstanding the foregoing, Parent shall, at the request of Board RecommendationBuyer, the Company shall (x) submit this Agreement to the stockholders extent permitted by Law, adjourn the Stockholders Meeting to a date specified by Buyer if Parent has not received proxies representing a sufficient number of the Company as promptly as practicable shares of Parent Common Stock for the purpose of obtaining the Company Parent Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyApproval.

Stockholders Meeting. (a) Subject to the provisions of this AgreementCompany will, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (applicable law and the Company will not change the record date without the prior written consent Certificate of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, Incorporation and its Bylaws duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, the "COMPANY SPECIAL MEETING") of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining approving and adopting the agreement of merger (as such term is used in Section 251 of the DGCL) set forth in this Agreement and approving the Merger, in each case by the holders of a majority of the voting power of the outstanding shares of Company Common Stock (with the holders of Company Ordinary Common Stock and the holders of Company Class B Common Stock voting together as a single class) (the "COMPANY STOCKHOLDER APPROVAL"). Company will use its reasonable efforts to cause the Company Special Meeting to occur within seventy five (75) days after the date on which the Registration Statement becomes effective, but not earlier than twenty (20) business days after the date the Proxy Statement is first mailed to stockholders. Company will include in the Proxy Statement the recommendation of its Board of Directors ("COMPANY BOARD RECOMMENDATION") that its stockholders vote in favor of the Company Stockholder Approval (the “Stockholders’ Meeting”)Approval, (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation the right to withdraw, modify or change such recommendation in accordance with Section 5.35.10 of this Agreement. If, use after the Initial Period, the Board of Directors of Company withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing, Company will nevertheless remain obligated to call, give notice of, convene and hold the Company Special Meeting within the time period specified above. Company will (a) cause its transfer agent to make stock transfer records relating to Company available to the extent reasonably necessary to effectuate the intent of this Agreement, and (b) otherwise render reasonable best efforts assistance to solicit from its stockholders Parent in the solicitation of proxies by Parent in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedMerger; provided, however, the Stockholders’ Meeting shall Company will not be adjourned or postponed on more than three obligated to take the actions under clause (3b) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the if Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders has taken any of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval actions contemplated by the stockholders second sentence of the CompanySection 5.10(d).

Stockholders Meeting. The Company shall (a) Subject no later than the fifth (5th) Business Day following the date on which it receives confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement (which confirmation will be deemed to occur if (x) the SEC has not affirmatively notified the Company prior to the provisions end of the tenth (10th) day after the date on which the Company is deemed to have filed the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement and (y) the SEC advises the Company’s counsel that it will not provide confirmation regarding such review status), take all required or reasonably necessary action to commence the process by which it establishes a record date for, duly calls, gives notice of, convenes and holds a meeting of its stockholders for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL (including any adjournment or postponement thereof, the “Stockholders’ Meeting”), with such record date being selected after reasonable consultation with Parent and such meeting date being held no later than the later of fifty (50) days after the dissemination of the Proxy Statement to the stockholders of the Company in accordance with Section 5.7 and the tenth (10th) Business Day following the day on which the Solicitation Period End Time (or, in case there is any Excluded Party, the Cut-Off Time) occurs (or if such later day is not a Business Day, the next succeeding Business Day) and (b) unless the Company Board (at the recommendation of the Special Committee) has effected an Adverse Company Board Recommendation Change in accordance with Section 5.5 or there has been an earlier valid termination of this Agreement, use its reasonable best efforts to secure the Company Stockholder Approval at the Stockholders’ Meeting. Once established, except as required by applicable Law, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date or the meeting date for the Stockholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and. Unless this Agreement is earlier validly terminated pursuant to Article VII, the Company shall take all action required under the DGCL, the Company Organizational Documents and the applicable requirements of Nasdaq necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders Stockholders’ Meeting for the purpose of obtaining voting upon the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” adoption of this Agreement in accordance with Rule 14a-13 the DGCL, whether or not the Company Board (at the recommendation of the Exchange Act Special Committee) at any time subsequent to the Agreement Date shall have effected an Adverse Company Board Recommendation Change or otherwise shall have determined that this Agreement is no longer advisable. Notwithstanding anything to the contrary in a manner to enable the record date for this Agreement, nothing will prevent the Company Stockholder Meeting to be set so that from postponing or adjourning the Stockholders’ Meeting can be held promptly following if (i) there are holders of an insufficient number of Shares present or represented by proxy at the effectiveness of Stockholders’ Meeting to constitute a quorum at the Proxy Statement, (iii) subject Stockholders’ Meeting or to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of adopt this Agreement and or (ii) the Contemplated Transactions and (iv) be entitled, but not required, Special Committee has determined in good faith after consultation with its outside legal counsel that it is required to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedby applicable Law, Order or a request from the SEC; provided, howeverthat, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders’ Meeting shall will not be postponed or adjourned or postponed on by more than three ten (310) occasions and no days unless a lengthier period is required by applicable Law, Order or a request from the SEC. In the case of any such adjournment or postponement shall be for more than seven (7) Business Days. Subject pursuant to the Company Board not having effected a Change of Board Recommendationthis Section 5.6, the Company shall (x) submit this Agreement consult with Parent prior to making such adjournment or postponement, and shall make such adjournment or postponement for the stockholders minimum amount of time that may be reasonably required, as determined by the Company as promptly as practicable for the purpose of obtaining the in good faith after consultation with Parent. The Company Stockholder Approval at the Stockholders’ Meeting and (y) shall, unless a stockholder proposal to do so is not submit any Acquisition Proposal for approval approved by the stockholders of the Company, adjourn the Stockholders’ Meeting on one or more occasions for an aggregate period of up to thirty (30) days if so requested by Parent (and subsequently hold the Stockholders’ Meeting as promptly as practicable after such adjournment), in each case, if, on the date for which the Stockholders’ Meeting is then scheduled, the Company has not received proxies representing a sufficient number of Shares to obtain the Company Stockholder Approval.

Stockholders Meeting. (ai) Subject The Company will take, in accordance with applicable Law and the Certificate of Incorporation and Bylaws, all action necessary to convene a meeting of the Company’s stockholders (the “Stockholders Meeting”) as promptly as reasonably practicable following the date of mailing of the definitive Proxy Statement (provided that, subject to the provisions sentence that follows, the Stockholders Meeting shall not be held later than forty-five (45) days following confirmation from the SEC that it will not review or that it has completed its review of this Agreementthe Proxy Statement (which confirmation will be deemed to occur if the SEC has not affirmatively notified the Company prior to the tenth calendar day after filing the Proxy Statement that the SEC will or will not be reviewing the Proxy Statement)), for the purposes of obtaining the Requisite Company Vote. The Company may postpone or adjourn such meeting (A) to the extent required by applicable Law (including to permit the filing and dissemination of any supplement or amendment to the Proxy Statement that the Company Board has determined in good faith (after consultation with its outside legal counsel) is required under applicable Law), (B) if on a date that is two (2) business days prior to the date the Stockholders Meeting is scheduled (the “Original Meeting Date”), the Company shall has not received proxies representing the Requisite Company Vote, whether or not a quorum is present as long as the date of the Stockholders Meeting is not postponed or adjourned by more than ten (i10) take all action necessary business days in accordance connection with any one postponement or adjournment or by more than an aggregate of forty-five (45) days from the MBCAOriginal Meeting Date in reliance on this clause (B), (C) within the Exchange Actthree (3) business days prior to the Original Meeting Date or any date that the Stockholders Meeting is then scheduled to be held, if the Company Organizational Documents and delivers (or has delivered) a notice of an intent to make a Change in Recommendation, as long as the rules date of the NYSEStockholders Meeting is not postponed or adjourned by more than ten (10) business days, and in consultation or (D) with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.

Stockholders Meeting. (a) Subject to the other provisions of this Agreement, if required by applicable Law in order to consummate the Merger, then the Company shall have the right, at any time after the latest of (i) take all action necessary the Expiration Date, (ii) three (3) Business Days after the Proxy Statement Clearance Date and (iii) November 22, 2011, to (and Parent and Merger Sub shall have the right, at any time beginning three (3) Business Days after the Proxy Statement Clearance Date, to request in accordance with writing that the MBCACompany, the Exchange Actand upon receipt of such written request, the Company Organizational Documents and the rules of the NYSEshall, as promptly as practicable and in consultation with Parentany event within ten (10) Business Days), to (x) establish a record date (which record date shall be as soon as legally permissible) for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (the “Stockholders Meeting”), and (y) mail to the holders of Company Common Stock as of the record date established for the Stockholders Meeting a Proxy Statement (the date the Company elects to take such action or is required to take such action, the “Proxy Date”). The Company, acting through the Board, shall, in accordance with applicable Law and the Company will not change Articles, the record date without the prior written consent of Parent Company Bylaws and NASDAQ rules, (such consent not to be unreasonably withheld, conditioned or delayed)i) and, duly call, give notice of, convene and hold a an annual or special meeting of its stockholders as promptly as reasonably practicable following the mailing of after the Proxy Statement Clearance Date for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby, (ii) subject to Section 7.2, include the Company Board Recommendation in the Proxy Statement and (iii) use its commercially reasonable efforts to obtain the Company Stockholder Approval; provided, however, that in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s stockholders and any adjournments of such meetings shall require the prior written consent of the Parent other than in the case it is required to allow reasonable additional time for the purpose filing and mailing of obtaining any supplemental or amended disclosure which the SEC or its staff has instructed the Company Stockholder Approval (is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the “Stockholders’ Company’s stockholders prior to the Stockholders Meeting”). At the Stockholders Meeting, (ii) conduct a “broker search” Parent and Merger Sub shall cause all shares of Company Common Stock then owned by them and their Subsidiaries to be voted in accordance with Rule 14a-13 favor of the Exchange Act adoption of this Agreement. Notwithstanding anything to the contrary contained in a manner to enable the record date for this Agreement, the Company Stockholder shall not be required to hold the Stockholders Meeting to be set so that if this Agreement is terminated. Notwithstanding the foregoing, and if the Stockholders’ Meeting can is scheduled to be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject Days prior to the Termination Date, Parent may require the Company Board to adjourn or postpone the Stockholders’ Meeting one (1) time (for a period of not having effected more than thirty (30) calendar days but not past seven (7) Business Days prior to the Termination Date), unless prior to such adjournment the Company shall have received an aggregate number of proxies voting for the adoption of this Agreement and the transactions contemplated hereby (including the Merger), which have not been withdrawn, such that the condition in Section 8.1(a) will be satisfied at such meeting. Once the Company has established a Change of Board Recommendationrecord date for the Stockholders Meeting, the Company shall (x) submit not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Bylaws. Unless the Company Board shall have withdrawn, modified or qualified the Company Board Recommendation or otherwise effected a Board Recommendation Change, the Company shall use commercially reasonable efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Stockholders’ Meeting are solicited in compliance with all applicable Laws and all rules of NASDAQ. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven (7) Business Days prior to the date of the Stockholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Company Stockholder Approval. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than (i) procedure matters and (ii) an advisory vote with respect to golden parachute compensation arrangements in accordance with applicable federal securities Laws) which the Company shall propose to be acted on by the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyStockholders Meeting.

Stockholders Meeting. As soon as practicable following the SEC Clearance Date (abut in no event later than five (5) Subject to the provisions of this AgreementBusiness Days thereafter), the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (purposes of determining stockholders entitled to notice of and to vote at the Company will not change Stockholders Meeting (the “Record Date”). Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date without for the prior written consent of Parent Company Stockholders Meeting, unless required to do so by applicable Law, the NYSE MKT LLC or the TASE. The Company shall, as soon as practicable following the SEC Clearance Date (such consent not to be unreasonably withheld, conditioned or delayedbut in no event later than thirty-five (35) calendar days following the SEC Clearance Date)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following (the mailing “Company Stockholders Meeting”) for the purpose of obtaining the Company Stockholder Approval; provided, however, that the Company Stockholders Meeting may be delayed for up to ten (10) calendar days if the Company Board determines (after consultation with outside counsel and upon recommendation of the Proxy Statement Special Committee) that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law. Subject to Section 5.4(d) hereof, the Company Board shall make the Company Board Recommendation. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining seeking the Company Stockholder Approval (Approval. The Company shall, upon the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 reasonable request of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3Parent, use its reasonable best efforts to solicit from its stockholders proxies in favor advise Parent during the last ten (10) Business Days prior to the date of the approval Company Stockholder Approval regarding proxies received to date. Without the prior written consent of Parent, the adoption of this Agreement and the Contemplated Transactions and (ivincluding the Merger) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more the only matter (other than seven (7procedural matters) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, which the Company shall (x) submit this Agreement propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. The Company may adjourn or postpone the Company Stockholders Meeting (i) to the extent necessary to ensure that any required (as promptly determined by the Company Board in good faith after consultation with outside legal counsel) supplement or amendment to the Proxy Statement is provided to the Company’s stockholders, (ii) if as practicable of the time for which the purpose Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of obtaining Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, (iii) to allow additional solicitation of votes in order to obtain the Company Stockholder Approval at or (iv) with the Stockholders’ Meeting and consent of Parent; provided, that no adjournment may be to a date on or after three (y3) not submit any Acquisition Proposal for approval by Business Days prior to the stockholders of the CompanyExpiration Date.

Stockholders Meeting. (a) Subject to the provisions Parent will take, in accordance with applicable Law and its certificate of this Agreementincorporation and bylaws, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders holders of Shares (the “Stockholders Meeting”) as promptly as reasonably practicable and in any event not later than the fortieth (40th) calendar day immediately following the date of mailing of the Proxy Statement (and if such day is not a Business Day, on the first Business Day subsequent to such day), to consider and vote upon the approval and adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess, or adjourn such meeting except to the Company’s stockholders for extent required by applicable Law and with prior notice to Parent or, if: (i) on a date that is two (2) Business Days prior to the purpose of obtaining date the Company Stockholder Approval Stockholders Meeting is scheduled (the “Stockholders’ MeetingOriginal Date”), (A) Parent has not received proxies representing the Requisite Company Vote, whether or not a quorum is present, or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement is required to be delivered and in each case, if Purchaser so requests or Parent elects, Parent shall postpone, recess, or adjourn, or make one or more successive postponements, recesses, or adjournments of, the Stockholders Meeting as long as the date of the Stockholders Meeting is not postponed, recessed, or adjourned more than ten (10) days in connection with any one postponement, recess, or adjournment or more than an aggregate of thirty (30) days from the Original Date in reliance on the preceding sentence; or (ii) conduct within the five (5) Business Days prior to the Original Date or any date that the Stockholders Meeting is then scheduled to be held, Parent delivers a “broker search” notice of an intent to make a Change of Recommendation, Purchaser may direct Parent to postpone, recess, or adjourn the Stockholders Meeting for up to ten (10) Business Days and Parent shall promptly, and in any event no later than the next Business Day, postpone, recess, or adjourn the Stockholders Meeting in accordance with Rule 14a-13 of the Exchange Act in Purchaser’s direction and applicable Law. (b) Once Parent has established a manner to enable the record date for the Company Stockholder Stockholders Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3applicable Law, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but Parent will not required, to postpone change such record date or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected establish a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.different record -63-

Stockholders Meeting. (a) Subject The Company will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to duly convene and hold a meeting of holders of Shares (the provisions “Stockholders Meeting”) as promptly as reasonably practicable after the execution of this Agreement for the purpose of seeking the Requisite Company Vote, regardless of whether the board of directors of the Company or any duly authorized committee thereof determines at any time that this Agreement, the Merger or the other transactions contemplated by this Agreement are no longer advisable, recommends that the stockholders of the Company reject this Agreement, the Merger or the other transactions contemplated by this Agreement, or any other Change of Recommendation has occurred. The Company shall not postpone or adjourn the Stockholders Meeting except to the extent (1) Parent has consented to such postponement or adjournment in writing, or (2) the Company, acting in good faith after consulting with its outside legal counsel, determines that (i) take all action such postponement or adjournment is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in accordance advance of the Stockholders Meeting, (ii) (A) it will not receive proxies sufficient to obtain the Requisite Company Vote, whether or not a quorum is present, or (B) it will not have sufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting, or (iii) such postponement or adjournment is required to comply with applicable Law; provided, that in the MBCAcase of any postponement or adjournment under clause (ii) above, the Exchange Act, the Company Organizational Documents and the rules date of the NYSE, and in consultation Stockholders Meeting shall not be postponed or adjourned by more than an aggregate of fifteen (15) calendar days other than with Parent, to establish a record date for (and the Company will not change the record date without the ’s prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned or delayed)) . Subject to Section 6.2 hereof, the board of directors of the Company and any duly authorized committee thereof shall recommend the adoption of this Agreement at the Stockholders Meeting and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to unless there has been a Change of Board Recommendation permitted by and in accordance with Section 5.36.2(d), use its reasonable best efforts shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of such adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyAgreement.

Stockholders Meeting. The Board of Directors shall, by not later than the date hereof, adopt a resolution fixing the twenty-third (a23rd) Subject to business day immediately following the provisions date of this Agreement, Agreement as the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and determining the Company will not change the record date without the prior written consent stockholders entitled to notice of Parent (such consent not or to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold vote at a special meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Company Meeting”); provided, however, if pursuant to clause (iii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in second sentence following this sentence and without giving effect to this proviso the Company Meeting would occur more than sixty days after such record date, the Board of Directors shall adopt another resolution fixing a manner to enable date that is as soon as possible and a new record date is required as the record date for determining the stockholders entitled to notice of or to vote thereat. Promptly following the execution of this Agreement, the Company Stockholder Meeting shall deliver to be set so Parent a certified copy of the resolution of the Board of Directors fixing the twenty-third (23rd) business day immediately following the date hereof as the record date for determining the stockholders entitled to notice of or to vote at the Company Meeting. Within three (3) business days after the later to occur of (i) the date on which the SEC staff advises that it has no further comments thereon or that the Stockholders’ Meeting can be held promptly Company may commence mailing the Proxy Statement or (ii) the twenty-fourth (24th) business day following the effectiveness date hereof (or, in the event a new record date is set pursuant to the first sentence of this subsection, as soon as reasonably practicable following such record date), in accordance with the DGCL and the Company’s certificate of incorporation and by-laws, the Company shall duly call, give notice of, and, on the twenty-first (21st) day following the mailing of the Proxy Statement, (iii) convene and hold the Company Meeting and shall, through the Board of Directors, subject to a Change the terms contained herein, recommend to its stockholders the adoption of Board this Agreement (the “Company Recommendation”). Unless there shall have been an Adverse Recommendation in accordance with Section 5.3Change, the Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval adoption of this Agreement. Except as expressly set forth in this Section 5.4, the Board of Directors shall not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation. Notwithstanding the foregoing, the Board of Directors may only make an Adverse Recommendation Change if the Board of Directors has concluded in good faith, after consultation with its outside legal counsel, that the failure of the Board of Directors to effect an Adverse Recommendation Change would be inconsistent with such directors’ fiduciary duties under applicable Law. In the event that, subsequent to the date of this Agreement and prior to the Contemplated Transactions earlier of (x) the Company Meeting and (ivy) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption termination of this Agreement if sufficient votes Agreement, there shall have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendationan Adverse Recommendation Change, the Company shall (x) nevertheless submit this Agreement to the stockholders holders of Company Common Stock for adoption at the Company Meeting. “Adverse Recommendation Change” means either of the Company following, as promptly as practicable for the purpose context may indicate: (i) any failure by the Board of obtaining Directors (or any committee thereof) to make, or any withdrawal or modification of, or public proposal to withdraw or modify, in any manner adverse to Parent of, the Company Stockholder Approval at Recommendation, or (ii) the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by Company or the stockholders Board of the CompanyDirectors approving, endorsing or recommending a Company Alternative Proposal.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the Company Parent shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, under applicable Law to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene of and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing holders of Parent Common Stock to consider and vote to approve (1) the conversion of the Proxy Statement Parent Convertible Preferred Stock issued pursuant to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions Stock Purchase Agreement into shares of Parent Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the “Conversion Proposal”) and (iv2) be entitled, but not requiredif deemed necessary or appropriate by Parent or as otherwise required by applicable Law or Contract, to postpone or adjourn authorize sufficient Parent Common Stock in Parent’s certificate of incorporation for the Stockholders’ Meeting conversion of the Parent Convertible Preferred Stock issued pursuant to use reasonable best efforts this Agreement and the Stock Purchase Agreement and/or to solicit additional proxies and votes in favor of adoption effectuate a reverse stock split (collectively, the “Charter Amendment Proposal”) pursuant to the terms of this Agreement if sufficient votes have not been obtained; provided, however(collectively, the Stockholders’ “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company held as promptly as practicable for after the purpose of obtaining date that the Company definitive Proxy Statement is filed with the SEC, and in any event no later than forty-five (45) days after such date. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Approval at Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by contrary contained herein, if on the stockholders date of the Company.Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments. 55

Stockholders Meeting. Within three (a3) Subject to Business Days after the provisions of this Agreementdate hereof, the Company shall make the inquiry (ie.g., the “broker search”) take all action necessary in accordance with the MBCA, required by Rule 14a-13(a)(1) under the Exchange Act. As soon as practicable following completion of the “broker search” required by the immediately preceding sentence, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to shall establish a record date for (and the a Stockholders Meeting. The Company will shall not change the record date or adjourn the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that if at any time the current record date for the Stockholders Meeting is not reasonably likely to satisfy the requirements of applicable Law, the certificate of organization or bylaws of the Company, the Company shall, in consultation with Parent Holdco, set a new record date. Unless there has been a Change of Recommendation, the Company shall, through the Company Board, recommend to its stockholders that they give the Stockholder Approval. Unless there has been a Change of Recommendation, the Company shall use its reasonable best efforts to, following clearance of the Proxy Statement, (i) andsolicit from its stockholders proxies in favor of adopting this Agreement and (ii) secure the Stockholder Approval. Subject to Section 5.2, the Company shall take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its stockholders holders of Shares (the “Stockholders Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement (not sooner than twenty (20) Business Days and in any event within thirty-five (35) days following such mailing) to consider and vote upon the Company’s stockholders for the purpose adoption of obtaining this Agreement; provided, that the Company Stockholder Approval may postpone or adjourn to a later date the Stockholders Meeting (i) with the “Stockholders’ Meeting”consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Stockholder Meeting Board has determined, after consultation with outside legal counsel, in good faith is required to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statementfiled and disseminated under applicable Law, (iii) subject if there are insufficient Shares represented (either in Person or by proxy) to constitute a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts quorum necessary to solicit from its stockholders proxies in favor conduct the business of the approval Stockholders Meeting, (iv) if the Company has not received proxies representing a sufficient number of shares of Common Stock to adopt this Agreement, (v) if required by applicable Law, or (vi) if, in the good faith judgment of the Company Board (after consultation with outside legal counsel), the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law; provided, that any such postponement or adjournment shall not, in the aggregate, exceed twenty (20) days, except as required by applicable Law or by the Company’s certificate of incorporation or bylaws. Without the prior written consent of Parent, the adoption of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn approval of the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement Merger shall be for more the only matter (other than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting procedural matters and (y) not submit any Acquisition Proposal for approval an advisory vote with respect to golden parachute compensation arrangements in accordance with applicable federal securities laws) which the Company shall propose to be acted on at the Stockholders Meeting. The Company shall, upon the request of Parent, advise Parent at least on a daily basis on each of the last five (5) Business Days prior to the scheduled date of the Stockholders Meeting as to the aggregate tally of affirmative proxies received by the stockholders of the Company.

Stockholders Meeting. (a) Subject Unless this Agreement has been terminated pursuant to the provisions of this AgreementArticle VIII, the Company shall (i) take all action necessary will take, in accordance with applicable Law (including the MBCA, the Exchange Act, the Company Organizational Documents DGCL) and its certificate of incorporation and bylaws and the rules of the NYSE, and in consultation with Parent, all action necessary to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) anddate, duly call, give notice of, convene and hold a meeting of its stockholders holders of Common Stock (the “Stockholders Meeting”) for purposes of obtaining the Requisite Company Vote on a date selected by the Company after consultation with Parent as promptly as reasonably practicable following (and in any event no later than 45 calendar days after (i) the mailing of tenth calendar day after the preliminary Proxy Statement therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), or (ii) conduct a “broker search” in accordance if the SEC has by such date informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement, subject to any delay that may be reasonably necessary to comply with the rules of the NYSE and/or Rule 14a-13 of under the Exchange Act in a manner with respect to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedStockholders Meeting); provided, however, the Stockholders’ Company may postpone or adjourn the Stockholders Meeting solely (i) with the consent of Parent; (ii)(A) due to the absence of a quorum or (B) if the Company has not received proxies representing a sufficient number of Shares for the Requisite Company Vote, whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting; provided further that the Company may not postpone or adjourn the Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) and/or clause (ii)(B) of the immediately preceding proviso. Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Stockholders Meeting to a date specified by Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of Shares for the Requisite Company Vote; provided that the Company shall not be adjourned or postponed on required to adjourn the Stockholders Meeting more than three (3) occasions one time pursuant to this sentence, and no such adjournment or postponement pursuant to this sentence shall be required to be for more than seven (7) a period exceeding ten Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.

Stockholders Meeting. (a) Subject to the provisions The Company will take, in accordance with applicable Law and its certificate of this Agreementincorporation and bylaws, the Company shall all action reasonably necessary (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for, duly call and give notice of a meeting of holders of the issued and outstanding shares of Common Stock and Class B Common Stock (the “Stockholders’ Meeting” and the record date for the Stockholders’ Meeting, the “Record Date”) to consider and vote upon (a) the adoption of this Agreement; and (b) a non-binding advisory vote on “golden parachute” executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (ii) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the Exchange Act, as of the Record Date, in each case, as promptly as practicable after the date of this Agreement (and in any event within five business days following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the “Proxy Date”). The Company shall convene and hold the Stockholders’ Meeting as promptly as practicable after the Proxy Date; provided, however, that (1) in no event shall the Stockholders’ Meeting be held later than 35 calendar days following the date the Proxy Statement is mailed to the Company’s stockholders; and (2) the Company shall not adjourn or postpone the Stockholders’ Meeting without the prior written consent of Parent, other than to the extent required to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the SEC or its staff has instructed the Company is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting. Subject to Section 6.2(d) and Section 6.2(e) hereof, the board of directors of the Company shall recommend such adoption of this Agreement and include the Company Recommendation in the Proxy Statement. Notwithstanding the foregoing, after the Stockholders’ Meeting has been convened, the Company shall, upon the request of Parent, and the Company will may, if Parent does not make such request, adjourn the Stockholders’ Meeting on one or more occasions to the extent necessary (x) to solicit additional proxies in favor of adoption of this Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the Company); or (y) allow two business days to pass after the expiration of the most recent Negotiation Period before the meeting is reconvened; provided, however that in the case of clause (x) (I) such adjournment shall not exceed 15 calendar days for each such adjournment; (II) the Stockholders’ Meeting shall not be adjourned by more than 45 calendar days in the aggregate from the originally scheduled date of the Stockholders’ Meeting; and (III) no such adjournment shall be permitted if the Company shall have received by the Stockholders’ Meeting an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 7.1(a) would be satisfied if a vote were taken at the Stockholders’ Meeting. Once the Company has established the Record Date, the Company shall not change the such Record Date or establish a different record date without the prior written consent of Parent Parent, unless required to do so by Law (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”determined after consultation with outside counsel), (ii) conduct including as a “broker search” in accordance with Rule 14a-13 result of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that any adjournment or postponement of the Stockholders’ Meeting can be held promptly following pursuant to the effectiveness prior sentence. If the Record Date is changed, the Company shall, as to that Record Date, comply with each of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with its obligations under this Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to 6.3. The Company shall use reasonable best efforts to solicit additional proxies and votes in favor of, or if there has been a Change of Recommendation pursuant to Section 6.2, with respect to, the adoption of this Agreement if sufficient votes have not been obtained; provided, however, and shall ensure that all proxies solicited in connection with the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Daysare solicited in compliance with all applicable Law. Subject to the Company Board not having effected a Change of Board RecommendationUnless this Agreement is validly terminated in accordance with Article VIII, the Company shall (x) submit this Agreement to the its stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit even if the board of directors of the Company shall have effected a Change of Recommendation or proposed or announced any Acquisition Proposal for approval intention to do so. The Company shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to the date of the Stockholders’ Meeting as to the aggregate tally of proxies received by the stockholders Company with respect to the adoption of the Companythis Agreement.

Stockholders Meeting. (a) Subject GranCare will take all --------------------- action necessary in accordance with applicable law and its Restated Articles of Incorporation and By-Laws to convene a special meeting of its stockholders (the provisions "Special Meeting") as soon as practicable to consider and vote upon the approval of this Agreement, the Company Distribution Agreement and the other transactions contemplated by this Agreement and the Distribution Agreement. GranCare, through its Board of Directors, shall (i) take all action necessary in accordance with the MBCArecommend to its stockholders approval of this Agreement, the Exchange Act, the Company Organizational Documents Distribution Agreement and the rules of the NYSE, and in consultation with Parent, to establish a record date for (other transactions contemplated by this Agreement and the Company will not change the record date without the prior written consent of Parent Distribution Agreement (such consent not to which recommendation shall be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of contained in the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”as hereinafter defined), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, and shall use its all commercially reasonable best efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, the approval of Distribution Agreement and the other transactions contemplated by this Agreement and the Contemplated Transactions and (iv) be entitledDistribution Agreement. GranCare's Board of Directors shall not withdraw, but not requiredchange, to postpone modify in any manner or adjourn take action inconsistent with its recommendation of the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of Distribution, the Distribution Agreement, the Merger, this Agreement if sufficient votes have or the other transactions contemplated hereby or thereby and shall not been obtainedresolve to do any of the foregoing and publicly disclose such resolution; provided, however, that GranCare's Board of Directors may withdraw, change, -------- ------- modify in any manner or take action inconsistent with such recommendation or resolve to do any of the Stockholders’ Meeting foregoing and publicly disclose such resolution in the event that there is an unsolicited written proposal for a GranCare Acquisition Transaction from a bona fide financially capable third party only if (i) three business days' written notice shall not be adjourned or postponed on more have been given to Vitalink; (ii) GranCare's Board of Directors shall have been advised (A) in writing by its investment banker that such third party is financially capable of consummating a GranCare Acquisition Transaction that would yield a higher value to GranCare's stockholders than three will the Merger and (3B) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject by the written opinion of outside counsel to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit GranCare that recommending this Agreement to the stockholders of GranCare or failing to take the Company as promptly as practicable for the purpose action proposed would be inconsistent with GranCare's Board of obtaining the Company Stockholder Approval at the Stockholders’ Meeting Directors' fiduciary duties to such stockholders (in providing such opinion GranCare's counsel may assume that California law is not materially different from Delaware law); and (yiii) not submit any Acquisition Proposal for approval by after weighing such advice, GranCare's Board of Directors shall determine that failure to take the stockholders proposed action would be inconsistent with such Board of the CompanyDirectors' fiduciary duties.

Stockholders Meeting. (a) Subject to the provisions of this AgreementSection 5.3, the Company shall (i) take will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders holders of Shares (including any adjournment or postponement thereof as permitted by this Section 5.4, the “Stockholders Meeting”) as promptly as reasonably practicable following the mailing clearance of the Proxy Statement by the SEC to consider and vote upon the Company’s stockholders for the purpose adoption of obtaining this Agreement; provided, that the Company Stockholder Approval may postpone or adjourn to a later date the Stockholders Meeting (i) with the “Stockholders’ Meeting”written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness absence of the Proxy Statementa quorum, (iii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Stockholder Approval, whether or not a quorum is present, (iv) if required by applicable Law or (v) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with outside legal counsel and subject to Section 5.3(c)) is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting to the extent so determined to be necessary; provided, further, that in no event shall the Stockholders Meeting be postponed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled to be held without the prior written consent of Parent. Unless there has been a Change of Board Recommendation in accordance with pursuant to Section 5.35.2, the Company shall use its reasonable best efforts to solicit from its stockholders lawfully obtain the Stockholder Approval, including actively soliciting proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, at the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business DaysStockholders Meeting. Subject to the Company Board not having effected a Change of Board RecommendationUnless this Agreement is terminated in accordance with its terms, the Company shall (x) not submit this Agreement to the vote of its stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any other Acquisition Proposal for approval by the stockholders of the CompanyProposal.

Stockholders Meeting. (a) Subject to As promptly as reasonably practicable following the provisions date on which the Proxy Statement is cleared by the SEC for the purpose of obtaining the Requisite Company Vote, the Company shall, in accordance with applicable Laws and the Company’s Amended and Restated Certificate of Incorporation as in effect on the date of this Agreement and the Company’s Bylaws as in effect on the date of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) andfor, duly call, give notice of, convene and hold a meeting of its the stockholders as promptly as reasonably practicable following of the mailing Company (the “Stockholders”) to consider and vote upon approval of this Agreement (the “Stockholders Meeting”); provided that, without the prior written consent of Parent, which shall not be unreasonably withheld or delayed, (i) the Stockholders Meeting shall not be held earlier than twenty (20) days or later thirty (30) calendar days after the date on which the Proxy Statement is mailed to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”)stockholders, and (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder may not adjourn or postpone the Stockholders Meeting except as required by applicable Laws; provided, further, that notwithstanding the foregoing, Parent may require the Company to be set so that adjourn or postpone the Stockholders’ Stockholders Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts one time to solicit additional proxies in the event that there are not sufficient votes to obtain the Requisite Company Vote. Except as set forth in Section 5.03(e), the Company shall solicit from its stockholders the holders of Common Shares proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, howeverin accordance with Delaware Law. Notwithstanding anything to the contrary set forth in this Agreement, the Stockholders’ Company’s obligation to establish a record date for, duly call, give notice of, convene and hold the Stockholders Meeting pursuant to this Section 5.05(a) shall not be adjourned limited to, or postponed on more than three (3) occasions and no such adjournment otherwise affected by, the commencement, disclosure, announcement or postponement shall be for more than seven (7) Business Days. Subject submission to the Company Board not having effected a Change of Board Recommendationany Acquisition Proposal. The Company shall ensure that the Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company shall (x) submit this Agreement to in connection with the stockholders of Stockholders Meeting are solicited, in compliance with applicable Laws and the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyCharter Documents.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the Company Parent shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, under applicable Law to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene of and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing holders of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval Parent Common Stock (the “Stockholders’ Parent Stockholder Meeting”) to consider and vote (i) to approve this Agreement and thereby approve the transactions contemplated by this Agreement; (ii) if deemed necessary by the parties, to amend Parent’s certificate of incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to effect the Nasdaq Reverse Split; (iii) to elect the directors of Parent as contemplated by Section 1.1(c) and (iv) to adopt a new equity compensation plan, in a form approved by the Company and Parent (the “2023 Incentive Plan”), which 2023 Incentive Plan will provide for new awards for a number of shares of Parent Common Stock as mutually agreed upon by Parent and the Company, and subject to approval by the Parent Board, (for avoidance of doubt, such number of shares shall be in addition to the number of shares of Parent Common Stock subject to outstanding Parent Options or subject to Company Options assumed by Parent as contemplated by Section 3.2(a)) (clauses (i), (ii) conduct a and (iii) collectively, the “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Required Parent Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy StatementProposals”, and clauses (i), (ii), (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, howevercollectively, the Stockholders’ “Parent Stockholder Matters”). The Parent Stockholder Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company held as promptly as practicable for after the purpose of obtaining date that the Company Stockholder Approval at Registration Statement is declared effective under the Stockholders’ Meeting Securities Act, and (y) not submit in any Acquisition Proposal for approval by event, no later than 45 days after the stockholders effective date of the CompanyRegistration Statement. Parent shall take reasonable measures to ensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies sufficient to obtain the Parent Stockholder Approval, whether or not a quorum would be present or (ii) it will not have sufficient shares of Parent Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments.

Stockholders Meeting. (a) Subject . The Company, acting through its Board of Directors (or a committee thereof), shall as promptly as practicable (but in any event no more than five Business Days) following the later of (a) the tenth day after the Proxy Statement is filed with the SEC if the SEC has not informed the Company that it will review the Proxy Statement and (b) confirmation by the SEC that the SEC has no further comments on the Proxy Statement (but subject to the provisions last sentence of this AgreementSection 6.3), the Company shall (i) take all action necessary in accordance with required under the MBCADGCL, the Exchange ActCertificate of Incorporation, the Company Organizational Documents Bylaws and the rules applicable requirements of the NYSE, New York Stock Exchange necessary to promptly and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold as promptly as practicable a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders’ Stockholders Meeting”), notwithstanding that a Change of Recommendation has been made; provided that the Company may postpone, recess or adjourn such meeting (i) to the extent required by Law, (ii) conduct a “broker search” to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in accordance with Rule 14a-13 order to obtain the Company Requisite Vote or (iii) if as of the Exchange Act time for which the Stockholders Meeting is originally scheduled (as set forth in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting; provided further that the Company shall not postpone, recess or adjourn the Stockholders Meeting (A) pursuant to the foregoing clause (ii) for more than 10 Business Days after the date for which the Stockholders Meeting is originally scheduled without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (B) to a date after the date that is two Business Days prior to the End Date. The Company, acting through its Board of Directors (or a committee thereof), shall, (iiia) include in the Proxy Statement the Recommendation (subject to Section 6.1(b)(iv)) and, subject to the consent of such Financial Advisor, the written opinion of each of the Financial Advisors, and (b) subject to a Change of Board Recommendation in accordance with Section 5.36.1(b)(iv), use its reasonable best efforts to solicit from its stockholders proxies in favor obtain the Company Requisite Vote; provided that the Board of Directors of the approval Company shall not fail to include the Recommendation in the Proxy Statement or directly or indirectly withdraw, modify, qualify or change the Recommendation, or formally resolve to effect or publicly announce an intention to effect any of this Agreement and the Contemplated Transactions and foregoing (iva “Change of Recommendation”) be entitledexcept in accordance with Section 6.1(c) or Section 6.1(d) and, but not requiredfollowing such Change of Recommendation, to postpone or adjourn the Stockholders’ Meeting may fail to use such reasonable best efforts to solicit additional proxies and votes in favor of efforts. The Company agrees that no matters shall be brought before the Stockholders Meeting other than adoption of this Agreement if sufficient votes have not been obtained; providedAgreement, however, any related “golden parachute” vote under Rule 14a-21(c) of the Stockholders’ Meeting shall not be adjourned or postponed on more than three Exchange Act and any related and customary procedural matters (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Daysincluding a proposal to adjourn the meeting to allow additional solicitation of votes). Subject Notwithstanding anything to the Company Board not having effected a Change of Board Recommendationcontrary contained in this Agreement, the Company shall (x) submit not be required to hold the Stockholders Meeting if this Agreement to the stockholders is validly terminated. Table of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Company.Contents

Stockholders Meeting. The Company shall call a special meeting of its stockholders, as promptly as practicable following the Closing, to vote on a proposal (athe “Stockholder Proposal”) Subject to approve the provisions issuance of this Agreementthe total number of Common Stock issuable upon conversion of all of the Preferred Shares, all in accordance with Rule 5635 of the NASDAQ Stock Market Rules (such approval of the Stockholder Proposal, “Stockholder Approval”). The Company will use its reasonable best efforts to hold the stockholders’ meeting no later than September 30, 2018. The Board of Directors of the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement unanimously recommend to the Company’s stockholders for that such stockholders vote in favor of the purpose Stockholder Proposal. In addition, all of obtaining the members of the Board of Directors will vote their shares in favor of the Stockholder Proposal. In connection with such meeting, the Company Stockholder Approval shall promptly prepare and file (but in no event more than fifteen (15) business days after the “Stockholders’ Meeting”)Closing Date) with the SEC a preliminary proxy statement, (ii) conduct a “broker search” in accordance with Rule 14a-13 shall use its reasonable best efforts to respond to any comments of the Exchange Act in SEC or its staff and to cause a manner definitive proxy statement related to enable the record date for the Company Stockholder Meeting such stockholders’ meeting to be set so that mailed to the Stockholders’ Meeting can be held promptly following Company’s stockholders not more than seven (7) business days after clearance thereof by the effectiveness of the Proxy StatementSEC, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, and shall use its reasonable best efforts to solicit from its stockholders proxies in favor for such Stockholder Approval. The Company shall notify Purchaser promptly of the approval receipt of this Agreement any comments from the SEC or its staff with respect to the proxy statement and of any request by the Contemplated Transactions and SEC or its staff for amendments or supplements to such proxy statement or for additional information (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting Company shall not provide any Purchaser with any material, nonpublic information, unless requested by such Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to such stockholders’ meeting there shall occur any event that is required to be adjourned set forth in an amendment or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject supplement to the Company Board not having effected a Change of Board Recommendationproxy statement, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for prepare and mail to its stockholders such an amendment or supplement. In the purpose of obtaining event that Stockholder Approval is not obtained at such special stockholders meeting, the Company Stockholder Approval shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of its stockholders to be held no less than once in each subsequent three-month period beginning on the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for date of such special stockholders meeting until such approval by the stockholders of the Companyis obtained.

Stockholders Meeting. (a) Subject to the provisions of this Agreement, the The Company shall (i) as soon as reasonably practicable following the date on which the SEC confirms that it will not review or that it has no further comments on the Proxy Statement, take all reasonably necessary action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish duly set a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval approving and adopting this Agreement (the “Stockholders’ Meeting”), file the Proxy Statement in definitive form with the SEC and mail the Proxy Statement to its stockholders entitled to notice of the Stockholders’ Meeting, duly call and give notice of the Stockholders Meeting and, as promptly as reasonably practicable after the record date (subject to the penultimate sentence of this paragraph), duly convene and hold the Stockholders Meeting, (ii) conduct a “broker search” subject to Section 5.4, include in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for Proxy Statement the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, Board Recommendation and (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from proxies to obtain the Company Stockholder Approval; provided, that the Company may fail to use such efforts if there has been an Adverse Company Board Recommendation Change. For the purposes of clarity, in no event shall the Company be required to hold the Stockholders’ Meeting or prepare, file and distribute the Proxy Statement after an Adverse Company Board Recommendation Change. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Stockholders’ Meeting at any time prior to the later of (x) the twentieth (20th) Business Day following the mailing of the Proxy Statement to its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (ivy) be entitledthe first (1st) Business Day following the day on which the No-Shop Period Start Date occurs. Notwithstanding anything to the contrary in this Agreement, but not required, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting if (1) there are holders of an insufficient number of Shares present or represented by proxy at the Stockholders’ Meeting to constitute a quorum at the Stockholders’ Meeting; (2) the Company is required to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedby applicable Law, Order or a request from the SEC; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the there has been an Adverse Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyRecommendation Change.

Stockholders Meeting. The Company, acting through its Board of Directors (or a committee thereof), shall as promptly as reasonably practicable following the date on which the Company is made aware that the SEC will not review the Proxy Statement or has no further comments on the Proxy Statement, take all action required under the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the NASDAQ Global Market necessary to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable a meeting of its stockholders for the sole purpose of (a) Subject approving and adopting this Agreement and (b) if and only if required by the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the NASDAQ Global Market or otherwise 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 or the transactions contemplated by a merger agreement (and not any other matters, including any Acquisition Proposal) (including any adjournment or postponement thereof, the “Stockholders Meeting”); provided that the Company may postpone, recess or adjourn such meeting (and shall postpone, recess or adjourn if requested by Parent (but in such case the Company shall not be required to postpone, recess or adjourn the Stockholders Meeting more than twice or more than twenty (20) Business Days in the aggregate)) (i) to the provisions extent required by Law or fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of this Agreementthe time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside counsel is necessary under applicable Law or fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting. Notwithstanding the foregoing, the Company shall (i) take all action necessary in accordance with the MBCAmay not, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), postpone, recess or adjourn the Stockholder Meeting more than a total of three (3) andtimes pursuant to clauses (ii) or (iii) of the immediately preceding sentence, duly calland no such postponement, give notice ofrecess or adjournment pursuant to clauses (ii) or (iii) of the immediately preceding sentence shall be, convene and hold without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a meeting of its stockholders as promptly as reasonably practicable period exceeding twenty (20) Business Days. The Stockholder Meeting shall in no event be scheduled for later than the fortieth (40th) day following the first mailing of the Proxy Statement to the Company’s stockholders for without prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). Promptly, (but in any case within five (5) Business Days) after the purpose date of obtaining this Agreement (and thereafter, upon the reasonable request of Parent), the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) shall conduct a “broker searchsearches” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the Stockholder Meeting to be held by such date. Once the Company has established a record date for the Stockholder Meeting, the Company shall not change such record date or establish a different record date for the Stockholder Meeting without the prior written consent of Parent (such consent not to be set unreasonably withheld, conditioned or delayed), unless required to do so that by applicable Law. The Company, acting through its Board of Directors (or a committee thereof), shall (a) include in the Stockholders’ Meeting can be held promptly following Proxy Statement the effectiveness Recommendation (subject to Section 6.1(b)(iii)), and, subject to the consent of such Financial Advisor, the written opinion of the Proxy StatementFinancial Advisor, and (iiib) subject to a Change of Board Recommendation in accordance with Section 5.36.1(b)(iii), use its reasonable best efforts to solicit from its stockholders proxies obtain the Company Requisite Vote (it being understood that the foregoing shall not require the Board of Directors of the Company to recommend in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Recommendation has been effected in accordance with Section 6.1(c)(ii) or Section 6.1(c)(iii)); provided that the Board of Directors of the Company may (A) fail to include the Recommendation in the Proxy Statement, (B) withdraw, modify, amend, qualify or change the Recommendation, (C) fail to recommend in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding Shares (other than by Parent or an Affiliate of Parent), in each case, within ten (10) Business Days after the commencement thereof, it being understood and agreed that, for all purposes of this Agreement, a communication by the Board of Directors of the Company shall (x) submit this Agreement to the stockholders of the Company in accordance with Rule 14d-9(f) of the Exchange Act shall not, in and of itself, be deemed to constitute a Change of Recommendation (so long as promptly as practicable for the purpose any such disclosure does not include any statement that constitutes, and does not otherwise constitute, a Change of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and Recommendation), (yD) not adopt, approve, recommend, submit any Acquisition Proposal for approval by to the stockholders of the Company or declare advisable or make a recommendation other than a rejection of (or publicly proposing to adopt, approve, recommend, submit to the stockholders of the Company or declare advisable or make any recommendation other than a rejection of) any Acquisition Proposal, (E) with respect to a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act for outstanding Shares, fail to publicly reaffirm the Recommendation within ten (10) Business Days of receiving a request from Parent to provide such reaffirmation following a publicly announced Acquisition Proposal; provided, that, Parent may deliver only three (3) such requests with respect to any such Acquisition Proposal or (F) formally resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (A) through F), a “Change of Recommendation”), in each case solely in accordance with the terms and conditions of Section 6.1(c)(ii) or Section 6.1(c)(iii) and, following such Change of Recommendation, may fail to use such reasonable best efforts; provided, however, that, for the avoidance of doubt, none of (I) the determination by the Board of Directors of the Company that an Acquisition Proposal constitutes a Superior Proposal, (II) the taking of any action by the Company, its Board of Directors or any of its Representatives permitted by Section 6.1(b), (III) the delivery by the Company to Parent of any notice contemplated by Section 6.1(c)(ii) or Section 6.1(c)(iii) or (IV) the public disclosure, in and of itself, of the items in clauses (I) through (III) if required by applicable Law, will in and of itself constitute a Change of Recommendation. The Company shall, upon the reasonable request of Parent, provide Parent with regular updates, and use commercially reasonable efforts to provide at least on a daily basis on each of the last five (5) Business Days prior to the date of the Stockholder Meeting, with respect to the aggregate tally of proxies received by the Company with respect to the Company Requisite Vote.

Stockholders Meeting. The Company, acting through its Board of Directors (a) Subject or a committee thereof), shall promptly as practicable following the date on which the Company is informed that the SEC has no further comments on the Proxy Statement (but subject to the provisions last sentence of this AgreementSection 6.3), the Company shall (i) take all action necessary in accordance with required under the MBCADGCL, the Exchange ActCertificate of Incorporation, the Company Organizational Documents Bylaws and the rules applicable requirements of the NYSE, New York Stock Exchange necessary to promptly and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold as promptly as practicable a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval approving and adopting this Agreement (including any adjournment or postponement thereof, the “Stockholders’ Stockholders Meeting”); provided that the Company may postpone, recess or adjourn such meeting solely (i) to the extent required by Law, (ii) conduct a “broker search” to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in accordance with Rule 14a-13 order to obtain the Company Requisite Vote or (iii) if as of the Exchange Act time for which the Stockholders Meeting is originally scheduled (as set forth in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) and voting to constitute a quorum is necessary to conduct the business of the Stockholders Meeting. The Company, acting through its Board of Directors (or a committee thereof), shall, subject to Section 6.1(c), (iiia) make the Recommendation and include in the Proxy Statement the Recommendation and, subject to a Change the consent of Board Recommendation in accordance with Section 5.3the Financial Advisor, the written opinion of the Financial Advisor, and (b) use its reasonable best efforts to solicit from its stockholders proxies in favor obtain the Company Requisite Vote; provided that the Board of Directors of the approval Company may (1) fail to include the Recommendation in the Proxy Statement, (2) withdraw, modify, qualify or change the Recommendation, (3) fail to reaffirm the Recommendation within five Business Days of this Agreement a request therefor in writing by Parent following the public disclosure of an Acquisition Proposal (other than of the type referred to in the following clause (4)) with any Person other than Parent and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtainedMerger Sub; provided, however, that Parent shall be permitted to request such reaffirmation on no more than two occasions with respect to each Acquisition Proposal (which for these purposes includes any revision, amendment, update or supplement to such Acquisition Proposal), (4) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Stockholders’ Meeting Exchange Act within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer (it being understood and agreed that any communication made in accordance with Section 6.1(c)(i), or the failure by the Company Board to take a position with respect to such tender offer or exchange offer, shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected deemed a Change of Board Recommendation if such communication is made or such position is taken prior to the tenth (10th) Business Day after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer, subject in each case to the proviso set forth in Section 6.1(c)(i)) or (5) formally resolve to effect or publicly announce an intention or resolution to effect any of the foregoing (any of the actions described in the foregoing clauses (1) through (5) and the proviso set forth in Section 6.1(c)(i), a “Change of Recommendation”), in each case in accordance with the terms and conditions of Section 6.1(c)(iii) and Section 6.1(d) and, following such Change of Recommendation, may fail to use such reasonable best efforts. Notwithstanding anything to the contrary contained in this Agreement, the Company shall (x) submit not be required to hold the Stockholders Meeting if this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyis validly terminated.

Stockholders Meeting. The Merger Agreement provides that, as soon as practicable after the date of the Merger Agreement (aand in any event within fifteen (15) Subject business days), Terremark shall prepare and shall cause to the provisions of this Agreement, the Company shall (i) take all action necessary in accordance be filed with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and SEC in consultation with Parent, preliminary form a proxy statement on Schedule 14A relating to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a special meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 for the purpose of voting upon the adoption of the Exchange Act in a manner to enable Merger Agreement (together with any amendments thereof or supplements thereto, the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly “Proxy Statement”). The Merger Agreement provides that, if following the effectiveness closing or termination of the Offer the Merger Agreement has not been validly terminated and the adoption of the Merger Agreement by Terremark’s stockholders is required by applicable law, then Terremark shall have the right at any time after the date on Table of Contents which the SEC has, orally or in writing, confirmed that it has no further comments on the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor including the first date following the tenth day following the filing of the approval of this Agreement preliminary Proxy Statement if the SEC has not informed Terremark that it intends to review the Proxy Statement (the “Proxy Statement Clearance Date”) to (and Parent and Purchaser shall have the Contemplated Transactions and (iv) be entitledright, but not requiredat any time after the Proxy Statement Clearance Date, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies request in writing that Terremark, and votes in favor upon receipt of adoption of this Agreement if sufficient votes have not been obtained; providedsuch written request, howeverTerremark shall, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable and in any event within ten (10) business days after such receipt), (i) establish a record date for the purpose and give notice of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (yii) mail to the holders of Shares as of the record date established for the Stockholders’ Meeting a Proxy Statement (the date Terremark elects to take such action or is required to take such action, the “Proxy Date”). Terremark shall duly call, convene and hold the Stockholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that in no event shall such meeting be held later than thirty-five (35) days following the date the Proxy Statement is mailed to Terremark’s stockholders, subject to certain exceptions set forth in the Merger Agreement. Unless the Merger Agreement is validly terminated, Terremark shall submit the Merger Agreement to holders of Shares at the Stockholders’ Meeting even if the Terremark Board shall have effected a Company Adverse Recommendation Change (as defined below) (not submit made in respect of a Superior Proposal) or proposed or announced any Acquisition Proposal intention to do so. Each of Parent and Purchaser shall affirmatively vote at the Stockholders’ Meeting or otherwise all Shares acquired in the Offer (if any), or otherwise beneficially owned by it or any of its respective subsidiaries as of the applicable record date, for approval the adoption of the Merger Agreement in accordance with applicable law. Parent shall vote all of the shares of capital stock of Purchaser beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Purchaser, in favor of the Companyadoption of the Merger Agreement in accordance with applicable law.

Stockholders Meeting. The Company shall call a special meeting of its stockholders, as promptly as practicable following the Closing, but in no event later than 120 days after the Closing (athe “Initial Stockholders' Meeting”), to vote on a proposal (the “Stockholder Proposal”) Subject to approve all, and not less than all, of the following: (i) an amendment to the provisions Certificate of this AgreementIncorporation to increase the number of authorized shares of Common Stock to a number sufficient to permit the issuance of the First Conversion Common Shares, the Second Conversion Common Shares and such number of shares of Common Stock into which the outstanding TARP Preferred Stock is to be exchanged pursuant to the applicable agreement with the U.S. Treasury, (ii) the conversion of the Series C Preferred Stock into Common Stock (for purposes of Rule 5635 of the NASDAQ Listing Rules), (iii) the issuance and conversion of the Series D Preferred Stock, (iv) the exchange of the TARP Preferred Stock for shares of Common Stock, and (v) an amendment to the Certificate of Incorporation that would permit the U.S. Treasury to vote shares of Common Stock in excess of 9.9% of the total outstanding Common Stock (such approval of the Stockholder Proposal, “Stockholder Approval”). The applicable stockholder vote required for approval of the Stockholder Proposal is a majority of the outstanding shares of Common Stock. The Board of Directors of the Company shall recommend to the Company's stockholders that such stockholders vote in favor of the Stockholder Proposal. In connection with the Initial Stockholders' Meeting, the Company shall promptly prepare and file (ibut in no event more than 45 days after the Closing Date) take all action necessary in accordance with the MBCACommission a preliminary proxy statement, the Exchange Act, the Company Organizational Documents and the rules shall use its reasonable best efforts to respond to any comments of the NYSE, Commission or its staff and in consultation with Parent, to establish cause a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not definitive proxy statement related to Initial Stockholders' Meeting to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement mailed to the Company’s 's stockholders for not more than five (5) Business Days after clearance thereof by the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”)Commission, (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approval. The Company shall notify Purchaser promptly of the receipt of any comments from the Commission or its staff with respect to the proxy statement and of any request by the Commission or its staff for amendments or supplements to such proxy statement or for additional information (but the Company shall not provide Purchaser with any material, nonpublic information, unless requested by Purchaser and pursuant to a written agreement regarding the confidentiality and use of such information). If at any time prior to the Initial Stockholders' Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders proxies such an amendment or supplement. In the event that Stockholder Approval is not obtained at such the Initial Stockholders' Meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting of its stockholders to be held no less than once in each subsequent four-month period beginning on the date of the Initial Stockholders' Meeting until such approval is obtained. The Purchaser agrees to vote any shares of Common Stock owned as of the record date with respect to any meeting of stockholders of the Company where the Stockholder Proposal is presented to stockholders for approval in favor of the approval Stockholder Proposal at such meeting of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companystockholders.

Stockholders Meeting. (a) Subject to Parent shall, as promptly as practicable following the provisions date of this Agreement, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) andfor, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct . Unless the Board of Directors of Parent has made a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Permitted Change of Recommendation, Parent shall, through its Board Recommendation in accordance with Section 5.3of Directors, use its reasonable best efforts recommend to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions transactions contemplated by this Agreement (the “Parent Recommendation”), and (iv) be entitledtake all other action necessary or advisable to secure the Parent Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, but not requiredthe obligation of Parent to call, to postpone or adjourn give notice of, convene and hold the Stockholders’ Meeting and to use reasonable best efforts to solicit additional proxies and votes in favor hold a vote of adoption Parent’s stockholders on the approval of this Agreement if sufficient votes have not been obtained; provided, however, and the transactions contemplated by this Agreement at the Stockholders’ Meeting shall not be adjourned limited or postponed on more than three otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (3whether or not a Superior Proposal) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected by a Change of Board Recommendation. In any case in which Parent makes a Change of Recommendation, (a) Parent shall nevertheless submit the Company shall (x) submit transactions contemplated by this Agreement to a vote of its stockholders and (b) the stockholders Proxy Statement and any and all accompanying materials (including the proxy card, the “Proxy Materials”) shall be the same in form and content to that which would have been prepared by Parent had no Change of Recommendation been made, except for changes to the Proxy Materials stating and explaining the reasons for the Change of Recommendation, including, if applicable, describing matters relating to the Superior Proposal or other event giving rise to the Change of Recommendation, and such other changes as are required by Law or which the Board of Directors of Parent determines that the failure to make would constitute, or would be reasonably likely to constitute, a breach of the Company as promptly as practicable for fiduciary duties of the purpose Board of obtaining Directors of Parent to Parent’s stockholders under Law. Parent agrees that, prior to the Company Stockholder Approval at termination of this Agreement, it shall not submit to the vote of its stockholders any Acquisition Proposal (whether or not a Superior Proposal) or propose to do so. For the avoidance of doubt, Parent shall not be required to hold the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companyif this Agreement is validly terminated in accordance with Section 10.1.

Stockholders Meeting. (a) Subject to The Company shall, in accordance with applicable Legal Requirements, Nasdaq regulations and the provisions Company’s certificate of this Agreementincorporation and by-laws, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene convene, obtain proxies for and hold a an annual or special meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining considering and approving and adopting this Agreement, the Stock Purchase Transaction, the Merger Transaction and the other transactions contemplated by this Agreement and the Ancillary Agreements (including the Appointment) (regardless of whether (a) the board of directors of the Company Stockholder Approval (x) determines at any time that this Agreement, the Stock Purchase Transaction, the Merger Transaction or any of the other transactions contemplated by this Agreement or any Ancillary Agreement are no longer advisable, or (y) recommends that the Company’s stockholders reject this Agreement, the Stock Purchase Transaction, the Merger Transaction or any of the other transactions contemplated by this Agreement or any Ancillary Agreement or (b) any Company Adverse Recommendation Change occurs) as soon as practicable following the Signing Date (and, with respect to the giving of notice, in any event, within five (5) Business Days after the date of the clearance of the Proxy Statement by the SEC) (the “Stockholders’ Company Stockholder Meeting”), ) and (ii) conduct except to the extent expressly permitted to make a “broker search” Company Adverse Recommendation Change pursuant to (and in accordance with Rule 14a-13 compliance with) Section 8.3, include in the Proxy Statement (as defined below) the recommendation of the Exchange Act in a manner to enable Company’s Board of Directors that the record date for stockholders of the Company Stockholder Meeting to be set so that approve and adopt this Agreement and the Stockholders’ Meeting can be held promptly following transactions contemplated by this Agreement and the effectiveness of Ancillary Agreements (including the Proxy StatementAppointment), (iii) subject to a Change of Board Recommendation in accordance with Section 5.3including, without limitation, the Stock Purchase Transaction and the Merger Transaction, and use its reasonable best efforts to solicit from its obtain such approval. Buyer, the Company and certain stockholders proxies in favor of the approval Company have entered into the Voting and Support Agreement, effective as of this Agreement and the Contemplated Transactions and (iv) be entitled, but Signing Date. The Company shall not required, to postpone or adjourn the Stockholders’ Company Stockholder Meeting except to use the extent (i) Buyer has consented to such postponement or adjournment in writing, or (ii) the Company, acting in good faith after consulting with its outside legal counsel, determines that (a) such postponement or adjournment is necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable best efforts amount of time in advance of the Company Stockholders Meeting, (b) (x) it will not receive proxies sufficient to solicit additional proxies and votes obtain the Requisite Stockholder Approval, whether or not a quorum will be present, or (y) it will not have sufficient shares of capital stock of the Company represented (either in favor person or by proxy) to constitute a quorum necessary to conduct the business of adoption of this Agreement if sufficient votes have not been obtainedthe Company Stockholder Meeting, or (c) such postponement or adjournment is required to comply with applicable Legal Requirements; provided, howeverthat in the case of any postponement or adjournment under clause (ii) above, the Stockholders’ date of the Company Stockholder Meeting shall not be postponed or adjourned or postponed on by more than three (3) occasions and no such adjournment or postponement shall be for more an aggregate of 15 calendar days other than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the Companywith Buyer’s prior written consent.

Stockholders Meeting. The Company will take, in accordance with applicable Law and the Company Charter Documents, all action necessary to convene a meeting of holders of the Company Common Stock (athe “Stockholders Meeting”) Subject as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon the provisions adoption of this Agreement. In connection therewith, the Company shall (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the Stockholders Meeting that is as early as is reasonably practicable, which such record date shall not be changed once established without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders or as promptly as reasonably practicable following required by applicable Law. Following the mailing distribution of the Proxy Statement pursuant to Section 5.4, the date of the Stockholders Meeting may not be changed, and the Stockholders Meeting may not otherwise be adjourned, recessed or postponed, without the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Stockholders Meeting is scheduled (the “Original Date”), (a) the Company reasonably believes it will not receive proxies sufficient to obtain the Company Stockholder Approval, whether or not a quorum is present, or (b) it is necessary to adjourn, recess or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, the Company may adjourn, recess or postpone or make one or more successive postponements or adjournments of, the Stockholders Meeting, as long as the date of the Stockholders Meeting is not adjourned, recessed or postponed more than ten days from the Original Date in reliance on this sentence. Subject to Section 5.3, the Company Board shall recommend such adoption and shall take all lawful action to solicit the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of assisting in the solicitation of proxies for the Stockholders Meeting. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with its terms prior to the time of the Stockholders Meeting, the Stockholders Meeting shall be convened and this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval by the stockholders of the CompanyApproval.

Stockholders Meeting. The Company shall use its reasonably best efforts to take, in accordance with applicable Law and the Company Charter Documents, all action necessary to convene a meeting of the stockholders of the Company (athe “Stockholders Meeting”) Subject as promptly as reasonably practicable after the execution of this Agreement to consider and vote upon the provisions adoption of this Agreement. Unless the Company Board determines that it would be inconsistent with the directors’ fiduciary duties under applicable Law, the Company Stockholders Meeting shall in any event be no less than thirty-five (i35) take all action necessary in accordance calendar days and no later than forty (40) calendar days after (1) the tenth calendar day after the initial preliminary Proxy Statement therefor has been filed with the MBCASEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (2) if the SEC has, by the tenth calendar day after the initial preliminary Proxy Statement therefor has been filed with the SEC, informed the Company that it intends to review the Proxy Statement, the Exchange Actdate on which the SEC confirms that it has no further comments on the Proxy Statement. Following the distribution of the Proxy Statement pursuant to Section 5.4, the Company Organizational Documents date of the Stockholders Meeting may not be changed, and the rules Stockholders Meeting may not otherwise be adjourned or postponed, without the consent of Parent (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law; provided, however, that the NYSECompany may, and in consultation with Parent, to establish a record date for adjourn, recess or postpone the Stockholders Meeting (and a) if the Company reasonably believes in good faith it will not change receive proxies sufficient to obtain the record date Company Stockholder Approval, whether or not a quorum is present (provided, that, the Company may not, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), adjourn or postpone the Stockholder Meeting more than ten (10) Business Days on any single occasion), (b) it is necessary to adjourn or postpone the Stockholders Meeting to ensure that any required supplement or amendment to the Proxy Statement is delivered, or (c) if and to the extent such adjournment or postponement of the Stockholder Meeting is required by Law. Subject to Section 5.3, the Company Board shall recommend such adoption and shall use reasonable best efforts to take all lawful action to solicit the Company Stockholder Approval, including engaging a proxy solicitation firm for the purpose of assisting in the solicitation of proxies for the Stockholders Meeting. The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. For the avoidance of doubt, notwithstanding any Change of Recommendation, unless this Agreement has been terminated in accordance with its terms prior to the time of the Stockholders Meeting, the Stockholders Meeting shall be convened and this Agreement shall be submitted to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval. Notwithstanding the foregoing, in no event will the record date of the Company Stockholders Meeting be changed without the Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”), (ii) conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement, (iii) subject to a Change of Board Recommendation in accordance with Section 5.3, use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Contemplated Transactions and (iv) be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Company Board not having effected a Change of Board Recommendation, the Company shall (x) submit this Agreement to the stockholders of the Company as promptly as practicable for the purpose of obtaining the Company Stockholder Approval at the Stockholders’ Meeting and (y) not submit any Acquisition Proposal for approval unless required by the stockholders of the Companyapplicable Law.