Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtained.

Stockholders Meeting. The Company Parent shall call call, hold and convene a special meeting of its stockholdersstockholders to consider the Transaction Proposals, to be held as promptly as reasonably practicable following the Closing, but in no event later than 75 days after the Closingmailing of the Proxy Statement to Parent’s stockholders, subject to vote on proposals (applicable law. In connection with the “Stockholder Proposals”) to meeting, (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company Parent shall recommend to that the Company’s stockholders that such stockholders of Parent vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments approval of each of the Commission or its staff and to cause a definitive proxy statement related to such Transaction Proposals at Parent’s stockholders’ meeting to be mailed to and the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and Board of Directors of Parent shall use its reasonable best efforts to solicit from stockholders of Parent proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to favor of the proxy statement, adoption of each of the Company shall as promptly as practicable prepare Transaction Proposals and mail to its stockholders such an amendment or supplement. In (ii) the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company Proxy Statement shall include a proposal statement to approve (and the effect that the Board of Directors shall recommend approval ofof Parent has recommended that Parent’s stockholders vote in favor of adoption of each of the Transaction Proposals at Parent’s stockholders’ meeting. Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone Parent’s stockholders’ meeting (x) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Parent’s stockholders or, if as of the time for which Parent’s stockholders’ meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such proposal at meeting; provided that no adjournment may be to a meeting date on or after two Business Days prior to the Termination Date or (y) by ten (10) Business Days in order to solicit additional proxies from stockholders of its stockholders to be held no less than once Parent in favor of the adoption of each subsequent six-month period beginning on of the date of such special stockholders meeting until such approval is obtainedTransaction Proposals.

Stockholders Meeting. The Company (a) As promptly as reasonably practicable after the effectiveness of the Registration Statement, Parent shall call take all action necessary under applicable Law to call, give notice of and hold a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals holders of Parent Common Stock (the “Parent Stockholder ProposalsMeeting”) to consider and vote (i) to approve this Agreement and thereby approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and transactions contemplated by this Agreement; (ii) if necessarydeemed necessary by the parties, to amend the Certificate Parent’s certificate of Incorporation incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to at least 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 as of shares shall be sufficient in addition to permit the full conversion 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) and (iii) collectively, the Preferred Shares (such approval of the “Required Parent Stockholder Proposals”, "and clauses (i), (ii), (iii), (iv) and (v) collectively, the “Parent Stockholder ApprovalsMatters”). The Board of Directors of the Company Parent Stockholder Meeting shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 held as promptly as practicable prepare after the date that the Registration Statement is declared effective under the Securities Act, and mail in any event, no later than 45 calendar days after the effective date of the Registration Statement. Parent shall take reasonable measures to its stockholders such an amendment or supplementensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. In Notwithstanding anything to the event that Stockholder Approvals are not obtained at such special stockholders meetingcontrary contained herein, 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 six-month period beginning if on the date of such special stockholders meeting until such approval the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is obtainedscheduled, 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. The Company shall call a special meeting of its stockholdersshall, to be held as promptly as reasonably practicable following the Closingdate of this Agreement, but in no event later than 75 days after establish a record date for, duly call, give notice of, convene and hold the ClosingStockholders’ Meeting. At such Stockholders’ Meeting, to vote on proposals (unless the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company has made a Permitted Change of Recommendation in compliance with Section 6.6, the Company shall recommend to its stockholders the adoption of this Agreement and approval of the Merger and the Related Transactions (the “Company Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, prior to the termination of this Agreement, the obligation of the Company to call, give notice of, convene and hold the Stockholders’ Meeting and to hold a vote of the Company’s stockholders that such stockholders vote in favor on the adoption of this Agreement and the approval of the Stockholder ProposalsMerger and the FFELP Transaction at the Stockholders’ Meeting shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Competing Proposal (whether or not a Superior Proposal), or by a Change of Recommendation. In connection with such meetingany case in which the Company makes a Change of Recommendation, (a) the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementnevertheless submit this Agreement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (Merger and the Board of Directors shall recommend approval of) such proposal at FFELP Transaction to a meeting vote of its stockholders and (b) the Proxy Statement and any and all accompanying materials (including the proxy card, the “Proxy Materials”) shall be identical in form and content to be held Proxy Materials that would have been prepared by the Company had no less than once Change of Recommendation been made, except for appropriate changes to the disclosure in each subsequent six-month period beginning on the date Proxy Statement stating that such Change of such special Recommendation has been made and, if applicable, describing matters relating to the Superior Proposal or other event giving rise to the Change of Recommendation to the extent required by applicable Law. The Company agrees that, prior to the termination of this Agreement, it shall not submit to the vote of its stockholders meeting until such approval is obtainedany Competing Proposal (whether or not a Superior Proposal) or propose to do so.

Stockholders Meeting. The Company Unless the Board of Directors (or a duly authorized committee thereof) has made a Change of Recommendation, the Company, acting through its Board of Directors (or a duly authorized committee thereof), shall call promptly (but no later than ten (10) Business Days after the later of (a) confirmation by the SEC that the SEC has no further comments on the Proxy Statement or that it will not review the Proxy Statement and (b) the No-Shop Period Start Date, subject to the last sentence of this Section 6.3) take all reasonable action required under the DGCL, the Certificate of Incorporation, the Bylaws and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold a special meeting of its stockholdersstockholders for the purpose of adopting this Agreement (including any adjournment or postponement thereof permitted by this Agreement, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Stockholder ProposalsStockholders Meeting”); provided that the Company may postpone, recess or adjourn such meeting for up to thirty (30) to days (i) approve to the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manualextent required by Law, and (ii) if necessary, amend the Certificate of Incorporation Company has notified Parent pursuant to increase Section 6.1(e) that the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors (or a duly authorized committee thereof) intends to effect a Change of Recommendation or to terminate this Agreement pursuant to Section 8.1(d)(ii), (iii) 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, (iv) if as of the Company shall recommend 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 (v) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Board of Directors (or a duly authorized committee thereof) has determined in good faith after consultation with outside counsel is necessary under applicable Law or fiduciary duty for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders that such stockholders vote prior to the Stockholders Meeting. The Company, acting through its Board of Directors (or a duly authorized committee thereof), shall except as permitted by Section 6.1(e), (a) include in favor the Proxy Statement the Recommendation and, subject to the consent of the Stockholder Proposals. In connection with such meetingFinancial Advisor, the Company shall promptly prepare written opinion of the Financial Advisor, dated as of the date hereof, as to the fairness of the Per Share Merger Consideration from a financial point of view and file (but in no event more than 15 Business Days after the Closing Dateb) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond obtain the Company Requisite Vote; provided that the Board of Directors (or a duly authorized committee thereof) may make a Change of Recommendation in accordance with Section 6.1(e) and, following such Change of Recommendation, may fail to any comments of (i) include in the Commission Proxy Statement the Recommendation or its staff and (ii) use such reasonable best efforts. The Company shall, upon reasonable request by Parent, keep Parent informed with respect to cause a definitive proxy statement related to such stockholders’ meeting to be mailed solicitation results. Notwithstanding anything to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth contrary contained in an amendment or supplement to the proxy statementthis Agreement, the Company shall as promptly as practicable prepare and mail not be required to its stockholders such an amendment or supplement. In hold the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval Stockholders Meeting if this Agreement is obtainedterminated.

Stockholders Meeting. The Company shall call a special meeting of its stockholdersSeller will, to be held as promptly soon as practicable following the ClosingExecution Date, but in no event later than 75 days after the Closingduly call, to vote on proposals give notice of, convene and hold a meeting of its stockholders (the “Stockholder ProposalsStockholders Meeting”) to (i) approve for the conversion purpose of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of seeking the Stockholder ProposalsApproval and, "Stockholder Approvals”). The Board of Directors of the Company shall recommend subject to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meetingSection 6.6, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall will use its reasonable best efforts to solicit proxies 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. 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 Stockholders Meeting, and, except as set forth on Schedule 6.8, shall not change such Stockholder Approvalsrecord date without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed). If at any time prior Seller shall conduct a broker search in accordance with Rule 14a-13 of the Exchange Act on a date selected by Seller in consultation with Purchaser to enable such stockholders’ meeting there shall occur any event that is required record date to be set forth within sixty-one (61) days following the Execution Date. Unless the Board shall have made a Change in an amendment or supplement Recommendation, Seller shall use reasonable best efforts to obtain the proxy statementStockholder Approval, including to solicit proxies in favor of approval of the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (Asset Sale and the Board other transactions contemplated by this Agreement. 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, upon the reasonable request of Directors shall recommend approval ofPurchaser, advise Purchaser at least on a daily basis on each of the last seven (7) such proposal at a meeting of its stockholders Business Days prior to be held no less than once in each subsequent six-month period beginning on the date of the Stockholders Meeting as to the aggregate tally of proxies received by Seller with respect to the Stockholder Approval. The Stockholder Approval matters shall be the only matters (other than a customary adjournment proposal) that Seller shall propose to be acted on by the stockholders of Seller at the Stockholders Meeting without the prior written consent of Purchaser (such special stockholders meeting until such approval is obtainedconsent not to be unreasonably withheld, conditioned or delayed).

Stockholders Meeting. The Company shall call a special meeting of its stockholderswill, to be held as promptly soon as practicable following the Closingdate of this Agreement, but in no event later than 75 days after the Closingduly call, to vote on proposals give notice of, convene and hold a meeting of its stockholders (the “Stockholder ProposalsCompany Stockholders Meeting”) to (i) approve for the conversion purpose of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of seeking the Company shall recommend Stockholder Approval and, subject to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meetingSection 4.02, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall will use its reasonable best efforts to solicit proxies for such Stockholder Approvalsapproval of this Agreement. If at any time prior to such 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 will schedule the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 Stockholders Meeting to be held no less within thirty (30) days of the initial mailing of the Proxy Statement; provided that the Company may, without the prior consent of Parent, and shall if requested by Parent, adjourn or postpone the Company Stockholders Meeting if the Company or Parent, as applicable, believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time to (x) solicit additional proxies necessary to achieve quorum or obtain the Company Stockholder Approval at the Company Stockholders Meeting (including any adjournment or postponement thereof), or (y) distribute any supplement or amendment to the Proxy Statement that the Company Board has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplement or amendment to be reviewed by the Company’s stockholders prior to the Company Stockholders Meeting (including any adjournment or postponement thereof), provided, however, that the Company Stockholders Meeting shall not be postponed or adjourned for more than once ten (10) business days in each subsequent six-month period beginning on instance or thirty (30) business days in the aggregate from the originally scheduled date of the Company Stockholders Meeting without the prior written consent of Parent (if such special stockholders meeting until postponement or adjournment is made by the Company) or by mutual agreement of the Company and Parent (if such approval postponement or adjournment is obtainedrequested by Parent).

Stockholders Meeting. The (a) Subject to Section 5.3, the Company shall call will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholdersholders of Shares (including any adjournment or postponement thereof as permitted by this Section 5.4, to be held the “Stockholders Meeting”) as promptly as reasonably practicable following clearance of the ClosingProxy Statement by the SEC to consider and vote upon the adoption of this Agreement; provided, but in no event that the Company may postpone or adjourn to a later than 75 days after date the Closing, to vote on proposals (the “Stockholder Proposals”) to Stockholders Meeting (i) approve with the conversion written consent of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company ManualParent (which consent shall not be unreasonably withheld, and conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time to solicit additional proxies if necessary, amend the Certificate of Incorporation to increase the Company has not received proxies representing a sufficient number of authorized shares of Common Stock to at least such number as shall be sufficient adopt this Agreement, whether or not a quorum is present, (iv) if required by applicable Law or (v) to permit allow reasonable additional time for the full conversion filing and dissemination of any supplemental or amended disclosure if, in the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors 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, further, that in no event shall recommend the Stockholders Meeting be postponed or adjourned beyond the date that is five (5) Business Days prior to the Company’s stockholders that such stockholders vote in favor Termination Date without the prior written consent of the Stockholder ProposalsParent. In connection with such meetingUnless there has been a Change of Recommendation pursuant to Section 5.2, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments lawfully obtain the Stockholder Approval, including actively soliciting proxies in favor of the Commission or adoption of this Agreement at the Stockholders Meeting. Unless this Agreement is terminated in accordance with its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementterms, the Company shall as promptly as practicable prepare and mail not submit to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting vote of its stockholders to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedany other Acquisition Proposal.

Stockholders Meeting. The Company shall call take all action in accordance with the United States federal securities laws, the DGCL and the Company Certificate of Incorporation and the Company Bylaws necessary to duly call, give notice of, convene and hold a special meeting of its stockholdersthe holders of the Company Common Stock, to be held as promptly as on the earliest practicable following date determined in consultation with the ClosingMajor Investors, but for the purpose of obtaining the Requisite Common Stock Approval (the "STOCKHOLDERS MEETING"). Once the Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Stockholders Meeting without consent of the Major Investors, except the Company may postpone or adjourn the Stockholders Meeting for a reasonable period of time to allow for the dissemination of materials and due investor consideration of disclosures required by Applicable Law in no event later than 75 days after the Closingjudgment of the Company Board. The Company Board shall submit the Charter Amendments to the holders of the Company Common Stock unless, prior to the meeting of the holders of Company Common Stock called therefor, the Company Board shall have withdrawn the Company Board Recommendation. The Company shall solicit from the holders of Company Common Stock proxies to vote on proposals (with respect to the “Stockholder Proposals”Charter Amendments and, subject to the provisions of SECTION 2.1(g) hereof, shall take all other action necessary or advisable to secure the vote or consent of such holders required by the DGCL and the Company Certificate of Incorporation and Company Bylaws to authorize and adopt the Charter Amendments. Without limiting the generality of the foregoing, subject to the third sentence of this SECTION 5.1, (i) approve the conversion Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the Preferred Shares into holders of Company Common Stock for purposes of Rule 312.03 Stock, as required by this SECTION 5.1, shall not be affected by the amendment or modification of the NYSE Listed Company Manual, Board Recommendation and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company agrees that its obligations pursuant to this SECTION 5.1 shall recommend not be affected by the commencement, public proposal, public disclosure or communication to the Company’s stockholders that such stockholders vote in favor Company of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission Acquisition Proposal or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedSuperior Proposal.

Stockholders Meeting. The Company shall call a shall, in accordance with applicable Legal Requirements, Nasdaq regulations and the Company’s certificate of incorporation and by-laws, (i) duly call, give notice of, convene, obtain proxies for and hold an annual or special meeting of its stockholdersstockholders for the purpose of considering and approving and adopting this Agreement, to be held 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 (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 promptly soon as practicable following the ClosingSigning Date (and, but with respect to the giving of notice, in no event later than 75 days any event, within five (5) Business Days after the Closing, to vote on proposals date of the clearance of the Proxy Statement by the SEC) (the “Company Stockholder ProposalsMeeting”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessaryexcept to the extent expressly permitted to make a Company Adverse Recommendation Change pursuant to (and in compliance with) Section 8.3, amend include in the Certificate of Incorporation to increase Proxy Statement (as defined below) the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion recommendation of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Company’s Board of Directors that the stockholders of the Company shall recommend to approve and adopt this Agreement and the Company’s stockholders that such stockholders vote in favor of transactions contemplated by this Agreement and the Stockholder Proposals. In connection with such meetingAncillary Agreements (including the Appointment), including, without limitation, the Company shall promptly prepare Stock Purchase Transaction and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statementMerger Transaction, shall and use its reasonable best efforts to respond to any comments obtain such approval. Buyer, the Company and certain stockholders of the Commission Company have entered into the Voting and Support Agreement, effective as of the Signing Date. The Company shall not postpone or its staff and adjourn the Company Stockholder Meeting except to cause a definitive proxy statement related the extent (i) Buyer has consented to such stockholders’ meeting 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 be mailed ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s stockholders within a reasonable amount of time in advance of the Company Stockholders Meeting, (b) (x) it will not more than 10 Business Days after clearance thereof receive proxies sufficient to 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 person or by proxy) to constitute a quorum necessary to conduct the Commissionbusiness of the Company Stockholder Meeting, and shall use its reasonable best efforts to solicit proxies for or (c) such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that postponement or adjournment is required to be set forth comply with applicable Legal Requirements; provided, that in an amendment the case of any postponement or supplement to the proxy statementadjournment under clause (ii) above, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthe Company Stockholder Meeting shall not be postponed or adjourned by more than an aggregate of 15 calendar days other than with Buyer’s prior written consent.

Stockholders Meeting. No later than ten (10) days from the later of the date of this Agreement or Seller's receipt of Purchaser's information to be included in the Information Statement (as such term is defined below), the Seller and Purchaser shall finalize an information statement relating to the approval of the Transactions by the Seller's stockholders (the "Information Statement"). The Company Seller and Purchaser shall provide and include in the Information Statement such information relating to the Seller and Purchaser and the Seller's stockholders as required pursuant to the provisions of applicable securities and corporate laws (including, without limitation, Rule 502 under the Securities Act). The Seller shall, in accordance with its certificate of incorporation and bylaws and the applicable requirements of the Delaware General Corporation Law, call and hold a special meeting of its stockholders, to be held stockholders as promptly as practicable following for the Closing, but in no event later than 75 days after the Closing, purpose of permitting them to consider and to vote on proposals upon and approve the principal terms of the Transactional Documents (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”Seller Stockholders' Meeting"). The Board of Directors Seller shall cause a copy of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting Information Statement to be mailed to each stockholder of the Company’s Seller. As promptly as practicable after the delivery of copies of the Information Statement to all stockholders of the Seller, the Seller shall use all commercially reasonable efforts to cause each of such stockholders who is not more than 10 Business Days after clearance thereof an "accredited investor" (as defined in Rule 501 under the Securities Act) to appoint a "purchaser representative" (as defined in Rule 501 under the Securities Act) in connection with evaluating the merits and risks of investing in Purchaser Common Stock and to cause each of such stockholders to execute and deliver to Purchaser a stockholder representation letter in the form prepared by the CommissionPurchaser and reasonably acceptable to the Seller. In lieu of calling and holding the Seller Stockholders' Meeting, the Seller may solicit written consents in accordance with its certificate of incorporation and shall use its reasonable best efforts bylaws and the applicable requirements of the Delaware General Corporation Law (and the parties hereto acknowledge that the Seller currently intends to solicit proxies for such Stockholder Approvalsdo so). If at any time prior Purchaser will reasonably cooperate with the Seller with respect to such stockholders’ meeting there shall occur any event that is required to be the matters set forth in an amendment or supplement to this Section 4.9. Purchaser and the proxy statement, the Company shall as Seller will each promptly as practicable prepare and mail provide all information relating to its stockholders such an amendment business or supplement. In operations necessary for inclusion in the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal Information Statement to approve (satisfy all requirements of applicable state 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedfederal securities and corporate laws.

Stockholders Meeting. The (a) Subject to Section 5.3, the Company shall call will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholdersholders of Shares (including any adjournment or postponement thereof as permitted by this Section 5.4, to be held the “Stockholders Meeting”) as promptly as reasonably practicable following clearance of the ClosingProxy Statement by the SEC to consider and vote upon the adoption of this Agreement; provided, but in no event that the Company may postpone or adjourn to a later than 75 days after date the Closing, to vote on proposals (the “Stockholder Proposals”) to Stockholders Meeting (i) approve with the conversion written consent of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company ManualParent (which consent shall not be unreasonably withheld, and conditioned or delayed), (ii) if necessaryfor the absence of a quorum, amend (iii) to allow reasonable additional time to solicit additional proxies to the Certificate of Incorporation extent the Company reasonably believes necessary in order to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of obtain the Stockholder ProposalsApproval, "Stockholder Approvals”). The Board 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 Directors of any supplemental or amended disclosure which the Company shall recommend 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 such stockholders vote in favor 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 the Stockholder ProposalsParent. In connection with such meetingUnless there has been a Change of Recommendation pursuant to Section 5.2, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments lawfully obtain the Stockholder Approval, including actively soliciting proxies in favor of the Commission or adoption of this Agreement at the Stockholders Meeting. Unless this Agreement is terminated in accordance with its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementterms, the Company shall as promptly as practicable prepare and mail not submit to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting vote of its stockholders to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedany other Acquisition Proposal.

Stockholders Meeting. The Company shall call a special meeting of its stockholderswill, to be held as promptly soon as practicable following the Closingdate of this Agreement, but in no event later than 75 days after the Closingduly call, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manualgive notice of, convene and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at hold a meeting of its stockholders (the “Stockholders Meeting”) for the purpose of seeking the Company Requisite Vote and take all lawful action to solicit approval of this Agreement. The Company will schedule the Stockholders Meeting to be held no less than once in each subsequent six-month period beginning on within thirty (30) days of the initial mailing of the Proxy Statement (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Company Requisite Vote, such special stockholders later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)) and, if there are not sufficient affirmative votes represented in person or by proxy at such meeting until to adopt this Agreement, will adjourn the Stockholders Meeting and reconvene the Stockholders Meeting at the earliest practicable date on which the Company Board of Directors reasonably expects to have sufficient affirmative votes to adopt this Agreement; provided, that, without Parent’s prior consent (such approval is obtainedconsent not to be unreasonably delayed, conditioned or withheld), the Company shall not adjourn the Stockholders Meeting more than fifteen (15) calendar days past the originally scheduled date.

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals a proposal (the “Stockholder ProposalsProposal”) to (i) approve the issuance of the total number of Common Stock issuable upon conversion of all of the Preferred Shares into Common Stock for purposes of Shares, all in accordance with Rule 312.03 5635 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common NASDAQ Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares Market Rules (such approval of the Stockholder ProposalsProposal, "“Stockholder ApprovalsApproval”). 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 unanimously recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder ProposalsProposal. In addition, all of the members of the Board of Directors will vote their shares in favor of the Stockholder Proposal. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days fifteen (15) business days after the Closing Date) with the Commission SEC a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days seven (7) business days after clearance thereof by the CommissionSEC, and shall use its reasonable best efforts to solicit proxies for such Stockholder ApprovalsApproval. The Company shall notify Purchaser promptly of the receipt of any comments from the SEC or its staff with respect to the proxy statement and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information (but the 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 set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are Approval is not obtained at such special 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 sixthree-month period beginning on the date of such special stockholders meeting until such approval is obtained.

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as (a) As promptly as reasonably practicable following the Closingdate on which the Proxy Statement is cleared by the SEC for the purpose of obtaining the Requisite Company Vote, but the Company shall, in no event 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, establish a record date for, duly call, give notice of, convene and hold a meeting of the stockholders of the 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 than 75 thirty (30) calendar days after the Closing, date on which the Proxy Statement is mailed to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company ManualCompany’s stockholders, and (ii) if necessarythe Company may not adjourn or postpone the Stockholders Meeting except as required by applicable Laws; provided, amend further, that notwithstanding the Certificate of Incorporation foregoing, Parent may require the Company to increase adjourn or postpone the number of authorized shares of Common Stock Stockholders Meeting one time to at least such number solicit additional proxies in the event that there are not sufficient votes to obtain the Requisite Company Vote. Except as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposalsset forth in Section 5.03(e), "Stockholder Approvals”). The Board of Directors of the Company shall recommend to solicit from the Company’s stockholders that such stockholders vote holders of Common Shares proxies in favor of the Stockholder Proposalsadoption of this Agreement in accordance with Delaware Law. In connection with such meetingNotwithstanding anything to the contrary set forth in this Agreement, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders 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 more than 10 Business Days after clearance thereof be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. The Company shall ensure that the Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the CommissionCompany in connection with the Stockholders Meeting are solicited, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (compliance with applicable Laws 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedCharter Documents.

Stockholders Meeting. The Regardless of whether the Company Board determines at any time that this Agreement is no longer advisable or recommends that the Company’s stockholders reject it or whether any other Change of Recommendation has occurred at any time, in accordance with Section 6.2, but subject to the Company’s rights under Sections 8.1, 8.2 and 8.3, the Company shall call (a) establish a special record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold, a meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals stockholders (the “Stockholder ProposalsStockholders Meeting”) to (i) approve ), for the conversion purpose of obtaining the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Requisite Company Manual, Vote and (iib) if necessary, amend use its reasonable best efforts to cause the Certificate of Incorporation Stockholders Meeting to increase occur within 30 days immediately following the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit date on which the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend Proxy Statement is mailed to the Company’s stockholders (unless otherwise consented to in writing by Parent (such consent not to be unreasonably withheld, delayed or conditioned) and if such calendar day is not a Business Day, on the first Business Day subsequent to such calendar day); provided that, (i) the Company may postpone or adjourn such meeting to the extent that it has reasonably determined, after consultation with outside legal counsel, that 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 vote within a reasonable amount of time in advance of the Stockholders Meeting; (ii) if as of the time for which the Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting or insufficient votes in favor of adoption of this Agreement to obtain the Stockholder ProposalsRequisite Company Vote, the Company may postpone or adjourn the Stockholders Meeting to a date that is a Business Day and no more than 30 days after the previous meeting date, as reasonably determined by the Company; and the Company shall use its commercially reasonable efforts during such period to obtain such a quorum as promptly as practicable; and (iii) the Company may adjourn or postpone the Stockholders Meeting until the fourth Business Day after the expiration of any Change of Recommendation Notice Period; provided, further, that, in the event that during the five Business Days prior to the date that the Stockholders Meeting is then scheduled to be held, the Company delivers a notice of an intent to make a Change of Recommendation in accordance with Section 6.2(d), Parent may direct the Company to adjourn or postpone the Stockholders Meeting for up to 10 Business Days and the Company will promptly, and in any event no later than the next Business Day, adjourn or postpone the Stockholders Meeting in accordance with Parent’s direction. In connection with such meetingOnce the Company has established a record date for the Stockholders Meeting, the Company shall promptly prepare not change such record date or establish a different record date for the Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed). Unless the Company Board shall have effected a Change of Recommendation in accordance with Section 6.2, the Company Board shall make the Company Recommendation and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, Company shall use its reasonable best efforts to respond to any comments obtain the Requisite Company Vote. Without the prior written consent of Parent, the adoption of this Agreement and approval of the Commission or its staff and to cause a definitive proxy statement transactions contemplated by this Agreement will be the only matters (other than related to such stockholders’ meeting procedural matters) that the Company will propose to be mailed to acted on by the Company’s stockholders not more than 10 Business Days after clearance thereof by at the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedStockholders Meeting.

Stockholders Meeting. 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 “Stockholders Meeting”) as promptly as reasonably practicable after the execution of this Agreement, taking into account the need for the preparation and public filing of the required financial statements, for the purpose of seeking the Requisite Company Vote and Charter Amendment 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 call a special meeting of not postpone or adjourn the Stockholders Meeting except to the extent (1) Sponsor has consented to such postponement or adjournment in writing, or (2) the Company, acting in good faith after consulting with its stockholdersoutside legal counsel, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Stockholder Proposals”) to determines that (i) approve such postponement or adjournment is necessary to ensure that any required supplement or amendment to the conversion Proxy Statement is provided to the stockholders of the Preferred Shares into Common Stock for purposes Company within a reasonable amount of Rule 312.03 time in advance of the NYSE Listed Company ManualStockholders Meeting, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be (A) it will not receive proxies sufficient to permit obtain the full conversion Requisite Company Vote or Charter Amendment 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 Preferred Shares Stockholders Meeting, or (iii) such approval postponement or adjournment is required to comply with applicable Law; provided, that in the case of any postponement or adjournment under clause (ii) above, the date of the Stockholder ProposalsStockholders Meeting shall not be postponed or adjourned by more than an aggregate of fifteen (15) calendar days other than with Sponsor’s prior written consent (which shall not be unreasonably withheld, "Stockholder Approvals”conditioned or delayed). The Board Subject to Section 6.3 hereof, the board of Directors directors of the Company and any duly authorized committee thereof shall recommend to the Company’s stockholders that such stockholders vote adoption of this Agreement at the Stockholders Meeting and, unless there has been a Change of Recommendation permitted by and in favor of the Stockholder Proposals. In connection accordance with such meetingSection 6.3(d), shall include the Company shall promptly prepare Recommendation and file (but the recommendation that the holders of Shares give the Charter Amendment Vote in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, Proxy Statement and shall use its reasonable best efforts take all lawful action to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board adoption of Directors shall recommend approval of) such proposal at a meeting of its stockholders to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthis Agreement.

Stockholders Meeting. The Company shall call Company, acting through the Board, shall, in accordance with applicable Law and the Company’s Certificate of Incorporation and By-laws, (a) duly call, give notice of, convene and hold a special meeting of its stockholders, to be held stockholders as promptly as practicable following the Closing, but in no event later than 75 days after the Closingdate of this Agreement for the purpose of considering, to vote taking action on, and voting on proposals the issuance of the Purchased Securities (the “Stockholder ProposalsStockholders’ Meeting”), (b) the Company shall submit the issuance of the Purchased Securities to a vote of the Company’s stockholders and (c) subject to Section 6.04(d), (i) include in the Proxy Statement the recommendation of the Board that the stockholders of the Company approve the conversion issuance of the Preferred Shares into Common Stock for purposes of Rule 312.03 of Purchased Securities (such approval by the NYSE Listed Company ManualCompany’s stockholders, the “Stockholder Approval”) and (ii) if necessaryuse all reasonable efforts to obtain the Stockholder Approval, amend including, without limitation, postponing or adjourning the Certificate of Incorporation Stockholders’ Meeting to increase obtain a quorum or to solicit additional proxies or calling, giving notice of, convening and holding additional Stockholders’ Meetings. At the number of authorized shares of Common Stock to at least such number as Stockholders’ Meeting, no matters shall be sufficient noticed or submitted to permit the full conversion stockholders other than the issuance of the Preferred Shares (such approval Purchased Securities or a proposal to adjourn or postpone the meeting, including for purposes of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote soliciting additional proxies in favor of the Stockholder Proposalsapproval of the issuance of the Purchased Securities. In connection with such meeting, the The Company shall promptly prepare call, give notice of, convene and file (but in no event more than 15 Business Days after hold the Closing Date) with Stockholders’ Meeting and submit the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments issuance of the Commission or its staff and Purchased Securities to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to vote of the Company’s stockholders Stockholders, regardless of the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (whether or not more than 10 Business Days after clearance thereof a Superior Proposal), any furnishing of information, discussions or negotiations with respect thereto, or any decision or action by the CommissionBoard to change, and withhold or withdraw its recommendation in respect of the issuance of the Purchased Securities. The Company shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement not submit to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) such proposal at a meeting vote of its stockholders to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedany Acquisition Proposal (whether or not a Superior Proposal).

Stockholders Meeting. The Subject to a termination of this Agreement in accordance with Article VI and the provisions of this Agreement, the Company shall call (i) take all reasonable action necessary in accordance with the DGCL, the rules and regulations of the NYSE and in accordance with applicable Laws and its Charter and By-Laws to duly call, give notice of, convene and hold a special meeting of its stockholders, to be held the holders of Shares for purposes of obtaining the Company Requisite Vote (the “Stockholders Meeting”) as promptly as practicable after the execution of this Agreement to consider and vote upon the approval of this Agreement (the date of which shall be selected after reasonable consultation with Parent), (ii) as soon as reasonably practicable following the Closingdate the SEC staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement, but duly call and give notice of, and commence mailing of the Proxy Statement to the holders of Shares as of the record date (selected after reasonable consultation with Parent) established for the Stockholders Meeting, (iii) reasonably cooperate with Parent in no event later than 75 days after initiating a “broker search” in accordance with Rule 14a-13 of the Closing, 1934 Act as necessary to vote on proposals (cause the “Stockholder Proposals”) Company to comply with its obligations set forth in the foregoing clauses (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manualand (ii), and (iiiv) if necessarysubject to a Change of Recommendation, amend use all reasonable efforts to solicit from the Certificate holders of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote proxies in favor of the Stockholder Proposalsapproval of the Agreement. The Company may adjourn or postpone the Stockholders Meeting to a later date (A) with the consent of Parent, (B) to the extent the Company believes in good faith that such adjournment or postponement is reasonably necessary, (1) to ensure that any required (by applicable Law) supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Stockholders Meeting, (2) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Requisite Vote (including after commencement of an Acquisition Proposal that is a tender offer or exchange offer), or (3) if, as of the original date of the Company Shareholders Meeting, the Company is unable to obtain a quorum of its shareholders at the Stockholders Meeting necessary to conduct the business of the Stockholders Meeting, to ensure that there are sufficient Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Subject to Section 4.2, the Company Board shall recommend that the holders of the Shares adopt this Agreement, and the Company shall (a) include the Company Recommendation in the Proxy Statement and (b) comply in all material respects with all legal requirements applicable to such meeting. Notwithstanding the foregoing, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders Meeting shall not be postponed or adjourned (x) by more than ten calendar days at a time or (y) by more than 30 calendar days in the aggregate after the date on which the Stockholders Meeting was originally scheduled. In connection no event will the record date of the Stockholders Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), unless required by applicable Law. Notwithstanding anything to the contrary in this Agreement but subject to applicable Law, unless and until this Agreement is terminated in accordance with such meetingits terms, the Company’s obligation to call, give notice of, convene and hold the Stockholders Meeting under this Agreement shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, and once established, the Company shall promptly prepare and file (but in no event more than 15 Business Days after not change the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies record date for such Stockholder Approvals. If at any time prior to such 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 such an amendment Stockholders Meeting or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, postpone or adjourn the Company shall include a proposal to approve Stockholders Meeting without the prior written consent of Parent (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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedexcept as contemplated by this Section 4.4).

Stockholders Meeting. The Company shall will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action reasonably necessary (i) to establish a record date for, duly call and give notice of a special meeting of its stockholdersholders 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 be held 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 Closing, but in date on which the SEC (or the staff of the SEC) confirms that it has no event later than 75 days after further comments on the Closing, to vote on proposals Proxy Statement) (the date the Company is required to take such actions, the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder ApprovalsProxy Date”). The Board 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 Directors 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 may, if Parent does not make such request, adjourn the Stockholders’ Meeting on one or more occasions to the Company’s stockholders that such stockholders vote 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 Stockholder ProposalsCompany); 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. In connection with such meetingOnce the Company has established the Record Date, the Company shall promptly prepare and file not change such Record Date or establish a different record date without the prior written consent of Parent, unless required to do so by Law (but in no event more than 15 Business Days determined after consultation with outside counsel), including as a result of any adjournment or postponement of the Closing Stockholders’ Meeting pursuant to the prior sentence. If the Record Date is changed, the Company shall, as to that Record Date) , comply with the Commission a preliminary proxy statement, each of its obligations under this Section 6.3. The Company shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvalsin favor of, or if there has been a Change of Recommendation pursuant to Section 6.2, with respect to, 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 Law. If at any time prior to such stockholders’ meeting there shall occur any event that Unless this Agreement is required to be set forth validly terminated in an amendment or supplement to the proxy statementaccordance with Article VIII, the Company shall as promptly as practicable prepare and mail submit this Agreement to its stockholders such an amendment or supplement. In at the event that Stockholder Approvals are not obtained at such special stockholders meeting, Stockholders’ Meeting even if the board of directors of the Company shall include have effected a proposal Change of Recommendation or proposed or announced any intention to approve (and do so. The Company shall, upon the Board reasonable request of Directors shall recommend approval of) such proposal Parent, advise Parent at least on a meeting daily basis on each of its stockholders the last seven business days prior to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthe Stockholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

Stockholders Meeting. The Company shall call shall, in accordance with applicable Law and its certificate of incorporation and by-laws, convene a special meeting of its stockholders, to be held the Stockholders (the “Stockholders Meeting”) as promptly as practicable following after the Closingdate of mailing of the Proxy Statement (and in any event, but in subject to the provisos to this sentence, no event later more than 75 thirty (30) days after the Closing, to vote on proposals (the “Stockholder Proposals”such date of mailing) to (i) approve consider and vote upon the conversion adoption of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manualthis Agreement and, and (ii) if necessary, amend the Certificate of Incorporation subject to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statementSection 5.4, shall use its reasonable best efforts efforts, consistent with customary practice, to respond solicit the Stockholder Approval (it being understood that the Parent shall also be entitled to take any reasonable lawful action to solicit the Stockholder Approval); provided, that such solicitation activities may include cooperating with the Parent in making presentations to proxy advisory firms or other similar Persons making a recommendation with respect to the transactions contemplated hereby; provided, further, that the Company may postpone, delay or adjourn the Stockholders Meeting (i) with the consent of the Parent (not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the preparation and filing of any supplemental or amended disclosure that is prepared and filed in accordance with Section 5.2(a) and for such supplemental or amended disclosure to be disseminated and reviewed by the Stockholders prior to the Stockholders Meeting, or (iv) if in the good faith judgment of the Board of Directors (after consultation with its outside legal counsel), failure to adjourn, delay or postpone the Stockholders Meeting would reasonably be expected to be inconsistent with the fiduciary duties of the Board of Directors under applicable Law; provided, further, that the Parent may require the Company to postpone or adjourn the Stockholders Meeting one time (but in no event to a date that is less than two (2) Business Days prior to the End Date), unless prior to any comments such postponement or adjournment the Company shall have received an aggregate number of proxies voting for the adoption of this Agreement (and which have not been withdrawn) sufficient such that, if the shares of Common Stock subject to such proxies are not otherwise voted at the Stockholders Meeting so as to withdraw such proxies, the condition set forth in Section 6.1(a) will be satisfied at the Stockholders Meeting. Without the prior written consent of the Commission or its staff Parent, the adoption of this Agreement and to cause a definitive proxy statement matters related to such stockholders’ meeting the transactions contemplated hereby (including the Merger) shall be the only matters which the Company shall propose to be acted on by the Stockholders at the Stockholders Meeting. The Company shall establish a record date for purposes of determining Stockholders entitled to notice of and vote at the Stockholders Meeting (the “Record Date”) on or prior to the date on which the Proxy Statement is mailed to the Stockholders pursuant to Section 5.2. Once established, the Company shall not change the Record Date or establish a different record date for the Stockholders Meeting without the prior written consent of the Parent (not to be unreasonably withheld, conditioned or delayed), unless the Board of Directors determines in good faith (after consultation with its outside legal counsel) that it is required to do so by applicable Law or pursuant to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment certificate of incorporation or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplementby-laws. In the event that Stockholder Approvals are not obtained at such special stockholders meetingthe date of the Stockholders Meeting as originally called is for any reason postponed or adjourned or otherwise delayed, the Company agrees that, unless the Parent shall include have otherwise approved in writing, it shall implement such postponement or adjournment or other delay in such a proposal to approve way that the Company does not establish a new record date for the Stockholders Meeting, as so postponed, adjourned or delayed, except as required by applicable Law or the Company’s certificate of incorporation or by-laws. The Company shall, upon the reasonable request of the Parent, advise the Parent periodically (and at least on a daily basis on each of the Board of Directors shall recommend approval oflast seven (7) such proposal at a meeting of its stockholders Business Days prior to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthe Stockholders Meeting) as to the aggregate tally of the proxies received by the Company with respect to the Stockholder Approval. Unless this Agreement has been terminated pursuant to and in accordance with Article VII, and notwithstanding any Change of Recommendation, this Agreement shall be submitted to the Stockholders for the purpose of obtaining the Stockholder Approval.

Stockholders Meeting. Seller shall, as promptly as reasonably practicable after the date of this Agreement, establish a record date (which date will be as promptly as reasonably practicable following the date of this Agreement) and, as promptly as reasonably practicable following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable Law, the rules of The Company NASDAQ Global Select Market and the organizational documents of Seller to duly call, give notice of (which notice shall call include a special separate and distinct proposal (not bundled with any proposal relating to the adoption by the stockholders of Seller of any LicenseCo Agreement or approval of any LicenseCo Sale) for the consideration and vote of the stockholders of Seller relating to the adoption of this Agreement and each of the other Transaction Agreements and approval of the Transactions), convene and hold a meeting of its stockholders, to be held stockholders as promptly as reasonably practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals date of this Agreement (the “Stockholder ProposalsStockholders’ Meeting”) for the purpose of obtaining the Requisite Stockholder Approval. Subject to the ability of the board of directors of Seller to make an Adverse Recommendation Change in accordance with Section 5.5(c), the board of directors of Seller shall make the Seller Recommendation with respect to the adoption of this Agreement and the approval of the Transactions, including without limitation the Patent Sale, and shall include such recommendation in the Proxy Statement. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Stockholders’ Meeting (i) approve after consultation with Patent Purchaser, as necessary to ensure that any required supplement or amendment to the conversion Proxy Statement is provided to Seller’s stockholders within a reasonable amount of time in advance of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and Stockholders’ Meeting or (ii) after consultation with Patent Purchaser, if necessary, amend as of the Certificate of Incorporation to increase time for which the number of authorized Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock Seller’s common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at least such number the Stockholders’ Meeting; provided, however, that Seller shall in each case use commercially reasonable efforts to hold the Stockholders’ Meeting no later than fifteen (15) days following the date for which the Stockholders’ Meeting was originally scheduled (as shall be sufficient to permit set forth in the full conversion Proxy Statement). In the event that the date of the Preferred Shares (such approval of the Stockholder ProposalsStockholders’ Meeting as originally scheduled is adjourned or postponed pursuant to this Section 5.3 or otherwise delayed, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders Seller agrees that such stockholders vote in favor of the Stockholder Proposals. In connection consultation with such meetingPatent Purchaser, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, Seller shall use its reasonable best efforts to respond to any comments of implement such adjournment or postponement or such delay in such a way that Seller does not establish a new record date for the Commission Stockholders’ Meeting, as so adjourned, postponed or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof delayed, except as required by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedapplicable Law.

Stockholders Meeting. The Company shall call (a) 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 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 special record date for, duly calls, gives notice of, convenes and holds a meeting of its stockholdersstockholders for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL (including any adjournment or postponement thereof, to be the “Stockholders’ Meeting”), with such record date being selected after reasonable consultation with Parent and such meeting date being held as promptly as practicable following the Closing, but in no event later than 75 the later of fifty (50) days after the Closing, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion dissemination of the Preferred Shares into Common Stock for purposes of Rule 312.03 of Proxy Statement to the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors stockholders of the Company shall recommend to in accordance with Section 5.7 and the Company’s stockholders that 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 stockholders vote in favor later day is not a Business Day, the next succeeding Business Day) and (b) unless the Company Board (at the recommendation of the Stockholder Proposals. In connection Special Committee) has effected an Adverse Company Board Recommendation Change in accordance with such meetingSection 5.5 or there has been an earlier valid termination of this Agreement, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of secure the Commission or its staff and to cause a definitive proxy statement related to such stockholdersCompany Stockholder Approval at the Stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof Meeting. Once established, except as required by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementapplicable Law, the Company shall 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). 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 the Stockholders’ Meeting for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL, whether or not the Company Board (at the recommendation of the 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 this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ Meeting if (i) 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 or to adopt this Agreement or (ii) the 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 by applicable Law, Order or a request from the SEC; provided, that, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Stockholders’ Meeting will not be postponed or adjourned by more than ten (10) 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 pursuant to this Section 5.6, the Company shall consult with Parent prior to making such adjournment or postponement, and shall make such adjournment or postponement for the minimum amount of time that may be reasonably required, as determined by the Company in good faith after consultation with Parent. The Company shall, unless a stockholder proposal to do so is not 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 prepare and mail to its stockholders after such an amendment or supplement. In adjournment), in each case, if, on the event that Stockholder Approvals are not obtained at such special stockholders meetingdate for which the Stockholders’ Meeting is then scheduled, the Company shall include has not received proxies representing a proposal sufficient number of Shares to approve (and obtain 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedCompany Stockholder Approval.

Stockholders Meeting. (a) The Company shall call (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 to duly set a special record date for a meeting of its stockholdersstockholders for the purpose of approving and adopting this Agreement (the “Stockholders’ Meeting”), file the Proxy Statement in definitive form with the SEC and mail the Proxy Statement to be held its stockholders entitled to notice of the Stockholders’ Meeting, duly call and give notice of the Stockholders Meeting and, as promptly as reasonably practicable following the Closing, but in no event later than 75 days after the Closingrecord date (subject to the penultimate sentence of this paragraph), to vote on proposals (duly convene and hold the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company ManualStockholders Meeting, and (ii) if necessarysubject to Section 5.4, amend include in the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of Proxy Statement the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare Board Recommendation and file (but in no event more than 15 Business Days after the Closing Dateiii) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for to obtain the Company Stockholder Approval; provided, that the Company may fail to use such Stockholder Approvalsefforts if there has been an Adverse Company Board Recommendation Change. If 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 such stockholdersthe later of (x) the twentieth (20th) Business Day following the mailing of the Proxy Statement to its stockholders and (y) the first (1st) Business Day following the day on which the No-Shop Period Start Date occurs. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholders’ meeting Meeting if (1) there shall occur any event that 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 be set forth in postpone or adjourn the Stockholders’ Meeting by applicable Law, Order or a request from the SEC; or (3) there has been an amendment or supplement to the proxy statement, the Adverse Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedRecommendation Change.

Stockholders Meeting. The Company shall call will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to establish a special record date for, duly call, give notice of, convene a meeting of its stockholders, to be held holders of Shares (the “Stockholders Meeting”) as promptly as reasonably practicable following after the Closingdate that the SEC staff informs the Company that it has no further comments on the preliminary Proxy Statement, but to consider and vote upon the adoption of this Agreement, and the Company shall conduct in a timely manner a “broker search” in accordance with Rule 14a-13 of the Exchange Act in connection therewith; provided that in no event later than 75 days shall the Company be required to hold the Stockholders Meeting prior to the fifth business day after the Closing, to vote on proposals earlier of (x) the “Stockholder Proposals”Cut-Off Date and (y) to (i) approve the conversion first date from and after the Go-Shop Period End Date as of which no Person qualifies as an Excluded Person. Following the distribution of the Preferred Shares into Common Stock for purposes of Rule 312.03 Proxy Statement pursuant to Section 6.3, the date of the NYSE Listed Stockholders Meeting may not be adjourned or postponed, except the Stockholder Meeting may be adjourned or postponed from time to time and at any time by the Company Manual, (and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient adjourned or postponed by the Company at the reasonable request of Parent in circumstances Table of Contents described in clauses (b) or (d)): (a) with the consent of Parent (not to permit be unreasonably withheld, conditioned or delayed); (b) for the full conversion absence of a quorum; (c) as the Company Board or any duly constituted committee thereof determines in good faith is required by applicable Law, including in connection with the discharge of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors fiduciary duties of the Company shall recommend Board to the extent necessary to allow for the filing or distribution of any supplemental or amended disclosure with respect to the transactions contemplated by this Agreement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders that such stockholders vote in favor of prior to the Stockholder ProposalsCompany Stockholders Meeting; or (d) to solicit additional proxies if the Company or Parent reasonably believes doing so may be necessary to obtain the Requisite Company Vote. In connection with such meetingSubject to Section 6.2 hereof, the Company Board shall promptly prepare recommend such adoption and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond take customary lawful actions to any comments solicit such adoption of this Agreement. For the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed avoidance of doubt, to the Company’s stockholders not more than 10 Business Days after clearance thereof by extent the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statementCompany Board makes a Change of Recommendation, the Company nevertheless shall as promptly as practicable prepare and mail continue to its submit this Agreement to the stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, of the Company for adoption at the Stockholders Meeting unless this Agreement shall include a proposal been terminated in accordance with its terms prior 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedStockholders Meeting.

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 120 days after the ClosingClosing (the “Initial Stockholders' Meeting”), to vote on proposals a proposal (the “Stockholder ProposalsProposal”) to approve all, and not less than all, of the following: (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend an amendment to the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such a number as shall be sufficient to permit the full 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 Shares 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 ProposalsProposal, "“Stockholder ApprovalsApproval”). 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 's stockholders that such stockholders vote in favor of the Stockholder ProposalsProposal. In connection with such meetingthe Initial Stockholders' Meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days 45 days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting Initial Stockholders' Meeting to be mailed to the Company’s 's stockholders not more than 10 five (5) Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder ApprovalsApproval. 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 such stockholders’ meeting 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 such an amendment or supplement. In the event that Stockholder Approvals are Approval is not obtained at such special stockholders meetingthe 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 sixfour-month period beginning on the date of such special stockholders meeting 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 Stockholder Proposal at such meeting of stockholders.

Stockholders Meeting. The Company Merger Agreement provides that, as soon as practicable after the date of the Merger Agreement (and in any event within fifteen (15) business days), Terremark shall call prepare and shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to a special meeting of its stockholdersstockholders (the “Stockholders’ Meeting”) for the purpose of voting upon the adoption of the Merger Agreement (together with any amendments thereof or supplements thereto, the “Proxy Statement”). The Merger Agreement provides that, if following the 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, including the first date following the tenth day following the filing of the 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 right, at any time after the Proxy Statement Clearance Date, to be held request in writing that Terremark, and upon receipt of such written request, Terremark shall, as promptly as practicable following the Closing, but and in no any event later than 75 within ten (10) business days after the Closingsuch receipt), to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion establish a record date for and give notice of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, Stockholders’ Meeting and (ii) if necessary, amend mail to the Certificate holders of Incorporation to increase the number of authorized shares of Common Stock to at least such number Shares as shall be sufficient to permit the full conversion of the Preferred Shares record date established for the Stockholders’ Meeting a Proxy Statement (the date Terremark elects to take such approval of action or is required to take such action, the Stockholder Proposals, "Stockholder Approvals“Proxy Date”). The 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 made in respect of Directors a Superior Proposal) or proposed or announced any 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 Company applicable record date, for the adoption of the Merger Agreement in accordance with applicable law. Parent shall recommend to vote all of the Company’s shares of capital stock of Purchaser beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders that such stockholders vote of Purchaser, in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments adoption of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be set forth Merger Agreement in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedaccordance with applicable law.

Stockholders Meeting. The Company (a) Parent shall call take all action necessary under applicable Law to call, give notice of and hold a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals holders of Parent Common Stock (the “Parent Stockholder ProposalsMeeting”) to consider and vote (i) to approve this Agreement and thereby approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and transactions contemplated by this Agreement; (ii) if necessarydeemed necessary by the parties, to amend the Certificate Parent’s certificate of Incorporation incorporation (x) to increase the number of authorized shares of Parent Common Stock and/or (y) to at least 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 as of shares shall be sufficient in addition to permit the full conversion 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) and (iii) collectively, the Preferred Shares (such approval of the “Required Parent Stockholder Proposals”, "and clauses (i), (ii), (iii) and (iv) collectively, the “Parent Stockholder ApprovalsMatters”). The Board of Directors of the Company Parent Stockholder Meeting shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 held as promptly as practicable prepare after the date that the Registration Statement is declared effective under the Securities Act, and mail in any event, no later than 45 days after the effective date of the Registration Statement. Parent shall take reasonable measures to its stockholders such an amendment or supplementensure that all proxies solicited in connection with the Parent Stockholder Meeting are solicited in compliance with all applicable Law. In Notwithstanding anything to the event that Stockholder Approvals are not obtained at such special stockholders meetingcontrary contained herein, 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 six-month period beginning if on the date of such special stockholders meeting until such approval the Parent Stockholder Meeting, or a date preceding the date on which the Parent Stockholder Meeting is obtainedscheduled, 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. The Company shall call will, in accordance with applicable law and the Company Certificate of 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 stockholdersstockholders for the purpose of 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 be held as promptly as practicable following cause the Closing, but in no event later than 75 Company Special Meeting to occur within seventy five (75) days after the Closingdate 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 vote on proposals (stockholders. Company will include in the “Stockholder Proposals”) to (i) approve Proxy Statement the conversion recommendation of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The its Board of Directors of the Company shall recommend to the Company’s stockholders ("COMPANY BOARD RECOMMENDATION") that such its stockholders vote in favor of the Company Stockholder ProposalsApproval, subject to the right to withdraw, modify or change such recommendation in accordance with Section 5.10 of this Agreement. In connection with such meetingIf, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statementInitial Period, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend 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 assistance to Parent in the solicitation of proxies by Parent in favor of approval ofof this Agreement and the Merger; provided, however, Company will not be obligated to take the actions under clause (b) such proposal at a meeting if Company has taken any of its stockholders to be held no less than once in each subsequent six-month period beginning on the date actions contemplated by the second sentence of such special stockholders meeting until such approval is obtainedSection 5.10(d).

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as promptly As soon as practicable following the Closing, SEC Clearance Date (but in no event later than 75 days after five (5) Business Days thereafter), the Closing, Company shall establish a record date for purposes of determining stockholders entitled to notice of and to vote on proposals at the Company Stockholders Meeting (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder ApprovalsRecord Date”). The Board of Directors of Once the Company has established the Record Date, the Company shall recommend consult with Parent prior to changing the Record Date or establishing a different record date for the 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 (but in no event later than thirty-five (35) calendar days following the SEC Clearance Date), duly call, give notice of, convene and hold a meeting of its stockholders (the “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 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 that such stockholders vote in favor for the purpose of the Stockholder Proposals. In connection with such meeting, seeking the Company shall promptly prepare and file (but in no event more than 15 Business Days after Stockholder Approval. The Company shall, upon the Closing Date) with the Commission a preliminary proxy statementreasonable request of Parent, shall use its reasonable best efforts to respond advise Parent during the last ten (10) Business Days prior to any comments the date of the Commission or its staff Company Stockholder Approval regarding proxies received to date. Without the prior written consent of Parent, the adoption of this Agreement and to cause a definitive proxy statement related to such stockholders’ meeting the Transactions (including the Merger) shall be the only matter (other than procedural matters) which the Company shall propose to be mailed 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 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 not more than 10 Business Days after clearance thereof by stockholders, (ii) if as of the Commission, and shall use its reasonable best efforts to solicit proxies time for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that which the Company Stockholders Meeting is required to be originally scheduled (as set forth in an amendment the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or supplement 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 or (iv) with the consent of Parent; provided, that no adjournment may be to a date on or after three (3) Business Days prior to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedExpiration Date.

Stockholders Meeting. The Company shall call a special meeting of its stockholdersSeller shall, to be held as promptly as practicable following the Closingdate of this Agreement, but in no event later than 75 days after establish a record date for, duly call, give notice of, convene and hold a meeting of its holders of Common Stock for the Closing, to vote on proposals purpose of obtaining the Stockholder Approval (the “Stockholder ProposalsStockholders’ Meeting”). The Stockholders’ Meeting shall be held as promptly as commercially practicable following the date on which the Proxy Statement is cleared by the SEC. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Stockholders’ Meeting after consultation with Purchaser and with Purchaser’s consent (such consent not to be unreasonably withheld or delayed) to (i) approve to the conversion extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of Seller within a reasonable amount of time in advance of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and Stockholders’ Meeting or (ii) if necessary, amend as of the Certificate of Incorporation to increase time for which the number of authorized Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Common Stock represented (either in person or by proxy) to at least such number as shall be sufficient constitute a quorum necessary to permit conduct the full conversion business of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”)Stockholders’ Meeting. The Board of Directors of the Company shall recommend Notwithstanding anything to the Company’s stockholders that such stockholders vote contrary in favor of this Agreement, unless this Agreement has been terminated pursuant to Article VII, if the Stockholder Proposals. In connection with such meetingBoard shall have withheld, withdrawn, qualified or modified the Company Board Recommendation, or issued an Adverse Recommendation Change, Seller shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 nonetheless submit this Agreement to its stockholders at the Stockholders’ Meeting. With Purchaser’s consent (such an amendment or supplement. In the event that Stockholder Approvals are consent not obtained at such special 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 six-month period beginning on unreasonably withheld or delayed), Seller may also seek the date affirmative vote of such special stockholders meeting until such approval is obtainedthe holders of a majority of the outstanding shares of Seller’s Common Stock of the dissolution of Seller at the Stockholders’ Meeting.

Stockholders Meeting. The Company shall call will take all action necessary in accordance with applicable Law, the Company's Charter and the Company's By-laws to convene a special meeting of its stockholders, to be held stockholders as promptly as practicable following to consider and vote upon the Closing, but in no event later than 75 days after approval of this Agreement and the Closing, to vote on proposals (transactions contemplated hereby. The Company Board shall recommend that its stockholders approve this Agreement and the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manualtransactions contemplated hereby, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond obtain such approval, including, without limitation, by timely filing and mailing the proxy statement/prospectus contained in the Form S-4 to any comments of its stockholders; provided, however, that nothing contained in this Section 6.01(b) shall prohibit the Commission Company Board from failing to make such recommendation or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use using its reasonable best efforts to solicit proxies obtain such approval if the Company Board has determined in good faith, after consultation with outside counsel, that such action is necessary for such Stockholder Approvalsthe Company Board to comply with its fiduciary duties to its stockholders under applicable Law. If at any time prior to such stockholders’ meeting there The Company and Purchaser shall occur any event that is required to be set forth in an amendment or supplement coordinate and cooperate with respect to the timing of such meeting. It shall be a condition to mailing the Form S-4 that (i) Purchaser shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for the Company, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Company included or incorporated in the Form S-4, in form and substance reasonably satisfactory to Purchaser, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statementstatements similar to the Form S-4, and (ii) the Company shall have received a "comfort" letter from KPMG LLP, independent public accountants for Purchaser, dated as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include of 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 six-month period beginning on date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of such special stockholders meeting until such approval is obtainedPurchaser included or incorporated in the Form S-4, in form and substance reasonably satisfactory to the Company, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4."

Stockholders Meeting. The Company shall call a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days Within three (3) Business Days after the Closing, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meetingdate hereof, the Company shall promptly prepare and file make the inquiry (but e.g., the “broker search”) 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 shall establish a record date for a Stockholders Meeting. The Company 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 no event more than 15 Business Days after consultation with Parent Holdco, set a new record date. Unless there has been a Change of Recommendation, the Closing Date) with Company shall, through the Commission Company Board, recommend to its stockholders that they give the Stockholder Approval. Unless there has been a preliminary proxy statementChange of Recommendation, the Company shall use its reasonable best efforts to respond to any comments to, following clearance of the Commission or Proxy Statement, (i) solicit from its staff stockholders proxies in favor of adopting this Agreement and (ii) secure the Stockholder Approval. Subject to cause 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, convene and hold a definitive proxy statement related to such stockholders’ meeting to be mailed to of holders of Shares (the Company’s stockholders “Stockholders Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement (not more sooner than 10 twenty (20) Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur in any event within thirty-five (35) days following such mailing) to consider and vote upon the adoption of this Agreement; provided, that the Company may postpone or adjourn to a later date the Stockholders Meeting (i) with the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board has determined, after consultation with outside legal counsel, in good faith is required to be set forth filed and disseminated under applicable Law, (iii) if there are insufficient Shares represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of the 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 approval of the Merger shall be the only matter (other than (x) procedural matters and (y) an amendment or supplement advisory vote with respect to the proxy statement, golden parachute compensation arrangements in accordance with applicable federal securities laws) which the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 propose to be held no less than once in acted on at the Stockholders Meeting. The Company shall, upon the request of Parent, advise Parent at least on a daily basis on each subsequent six-month period beginning on of the last five (5) Business Days prior to the scheduled date of such special stockholders meeting until such approval is obtainedthe Stockholders Meeting as to the aggregate tally of affirmative proxies received by the Company.

Stockholders Meeting. The Company shall call a special meeting of (a) Subject to its stockholdersfiduciary responsibilities, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend will submit (i) this Merger Agreement, (ii) the Charter Amendment, and (iii) the proposal to transfer substantially all of its assets to the Company’s Liquidating Trust as required by Section 909 of the New York Business Corporation Law (the "Plan of Liquidation") to its stockholders that such stockholders vote for their adoption and will solicit proxies in favor of the Stockholder Proposalsand recommend to its stockholders such adoption at a meeting thereof to be duly called and held as soon as practicable. In connection with such meetingtherewith, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary Commission, as soon as practicable, the required proxy statement, material and shall use its reasonable best efforts promptly to obtain clearance by the staff of the Commission of the mailing of such material to its stockholders. Subject to its fiduciary responsibilities, the Company will use its best efforts to respond obtain the necessary approval of this Merger Agreement, the Charter Amendment and the Plan of Liquidation by its stockholders and will take as soon as practicable such other and further actions as may be required by this Merger Agreement and as may be required by law to any comments effectuate the Merger, the Charter Amendment and the Plan of Liquidation. In obtaining the authorization and approval of its stockholders, the Company shall comply with all applicable Federal and state securities and other laws in connection with the transactions to be effected hereunder. Without limiting the generality of the Commission or foregoing, the Company agrees that the information contained in its staff and to cause a definitive proxy statement related (other than information as to such stockholders’ meeting MSCMG furnished to the Company in writing by MSCMG) (i) will comply in all respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case when first mailed to the Company’s 's stockholders and at all times thereafter through the Effective Date of the Merger. The Company shall not more distribute any material to its stockholders in connection with this Merger Agreement, the Charter Amendment, the Plan of Liquidation and the transactions contemplated hereby other than 10 Business Days after clearance thereof materials contained in its proxy statement cleared by the staff of the Commission, except such additional material cleared by the staff of the Commission. (b) Without limiting the generality of the foregoing, MSCMG agrees that the information as to MSCMG furnished to the Company in writing by MSCMG for use in the Proxy Statement (i) will comply in all respects with the provisions of the Exchange Act and shall use its reasonable best efforts the rules and regulations promulgated thereunder, and (ii) will not contain any untrue statement of a material fact or omit to solicit proxies for such Stockholder Approvals. If at any time prior to such stockholders’ meeting there shall occur any event that is state a material fact required to be set forth in an amendment stated therein or supplement necessary to make the proxy statementstatements therein not misleading, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning case on the date Mailing Date and at all times thereafter through the Effective Date of such special stockholders meeting until such approval is obtainedthe Merger. SECTION 6.2.

Stockholders Meeting. The Company shall call Board of Directors shall, by not later than the date hereof, adopt a resolution fixing the twenty-third (23rd) business day immediately following the date of this Agreement as the record date for determining the stockholders entitled to notice of or to vote at a special meeting of its stockholders, to be held as promptly as practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend to the Company’s stockholders that such stockholders vote in favor for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”); provided, however, if pursuant to clause (i) of the Stockholder Proposalssecond 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 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. In connection with such meetingPromptly following the execution of this Agreement, the Company shall promptly prepare and file deliver to Parent a certified copy of the resolution of the Board of Directors fixing the twenty-third (but in no event more than 15 Business Days 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 Closing Datelater to occur of (i) the date on which the SEC staff advises that it has no further comments thereon or that the Company may commence mailing the Proxy Statement or (ii) the twenty-fourth (24th) business day following the 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 Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Commission or its staff DGCL and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to 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, convene and hold the Company Meeting and shall, through the Board of Directors, subject to the terms contained herein, recommend to its stockholders not more than 10 Business Days after clearance thereof by the Commissionadoption of this Agreement (the “Company Recommendation”). Unless there shall have been an Adverse Recommendation Change, and shall the Company will use its reasonable best efforts to solicit from its stockholders proxies for such Stockholder Approvalsin favor of the adoption of this Agreement. If at any time prior to such stockholders’ meeting there shall occur any event that is required to be Except as expressly set forth in an amendment or supplement to the proxy statementthis Section 5.4, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special stockholders meeting, the Company shall include a proposal to approve (and the Board of Directors shall recommend approval of) 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 proposal at a meeting of its stockholders directors’ fiduciary duties under applicable Law. In the event that, subsequent to be held no less than once in each subsequent six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthis Agreement and prior to the earlier of (x) the Company Meeting and (y) the termination of this Agreement, there shall have been an Adverse Recommendation Change, the Company shall nevertheless submit this Agreement to the holders of Company Common Stock for adoption at the Company Meeting. “Adverse Recommendation Change” means either of the following, as the context may indicate: (i) any failure by the Board of 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 Recommendation, or (ii) the Company or the Board of Directors approving, endorsing or recommending a Company Alternative Proposal.

Stockholders Meeting. The Subject to fiduciary obligations of the Company’s Board of Directors or any committee thereof under applicable Law, the Company shall call will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary to convene a special meeting of its stockholders, to be held Record Holders of Common Shares (the “Stockholders Meeting”) as promptly as practicable following the Closing, but in no event later than 75 days after the Closingdate of mailing of the Proxy Statement to consider and vote upon the adoption of this Agreement; provided, to vote on proposals (however, for the “Stockholder Proposals”) to avoidance of doubt, the Company may postpone or adjourn the Stockholders Meeting (i) approve with the conversion consent of the Preferred Shares into Common Stock for purposes of Rule 312.03 of the NYSE Listed Company Manual, and Parent; (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred time for which the Stockholders Meeting is scheduled there are insufficient Common Shares represented (such approval either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholder ProposalsStockholders Meeting; (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company or any committee thereof has determined in good faith after consultation with its 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; (iv) if required by Law; or (v) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.2(c) that it intends to make a Change of Recommendation in connection with a Superior Proposal or take action pursuant to Section 8.3(a) with respect to a Superior Proposal and the notice period contemplated by Section 6.2(c) with respect to such notice has not been reached. Subject to Section 6.2, "Stockholder Approvals”). The the Board of Directors of the Company shall recommend include the Company Recommendation in the Proxy Statement and shall take all reasonable lawful action to solicit proxies from the Company’s stockholders that such stockholders vote in favor of the Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (but in no event more than 15 Business Days after the Closing Date) with the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments adoption of the Commission or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders not more than 10 Business Days after clearance thereof by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvals. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtainedthis Agreement.

Stockholders Meeting. The Company shall call a special meeting of its stockholderswill, to be held as promptly soon as reasonably practicable following the Closing, but in no event later than 75 days after the Closing, to vote on proposals (Proxy Statement is cleared by the “Stockholder Proposals”) to (i) approve the conversion of the Preferred Shares into Common Stock SEC for purposes of Rule 312.03 of the NYSE Listed Company Manual, and (ii) if necessary, amend the Certificate of Incorporation to increase the number of authorized shares of Common Stock to at least such number as shall be sufficient to permit the full conversion of the Preferred Shares (such approval of the Stockholder Proposals, "Stockholder Approvals”). The Board of Directors of the Company shall recommend mailing to the Company’s stockholders in accordance with Section 6.3(a), duly call, give notice of, convene and hold a meeting of the holders of the Company Shares (the “Company Stockholders’ Meeting”) for the purpose of seeking the Company Requisite Vote. The record date of the Company Stockholders’ Meeting shall be selected by the Company after reasonable consultation with Parent. The Company, through the Company Board, shall recommend to holders of the Company Shares that such stockholders they vote in favor of the Stockholder ProposalsCompany Merger so that the Company may obtain the Company Requisite Vote (the “Company Recommendation”) and the Company shall use reasonable best efforts to solicit the Company Requisite Vote (including by soliciting proxies from the Company’s stockholders), except in each case to the extent that the Company Board has effected an Adverse Recommendation Change, as permitted by and determined in accordance with Section 6.6. In connection The Company shall keep Parent reasonably informed with such meetingrespect to proxy solicitation results as reasonably requested by Parent. Unless this Agreement is terminated in accordance with its terms, the Company shall promptly prepare and file not submit to the vote of its stockholders any Company Acquisition Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting after reasonable consultation with Parent (but a) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable amount of time in advance of a vote on the Company Merger, (b) for the absence of a quorum or (c) if additional time is reasonably required to solicit proxies in favor of the approval of the Company Merger; provided, that, in the case of this clause (c), without the written consent of Parent, in no event will the Company Stockholders’ Meeting (as so postponed or adjourned) be held on a date that is more than 15 Business Days 30 days after the Closing Date) date for which the Company Stockholders’ Meeting was originally scheduled. Unless this Agreement has been terminated in accordance with Article VIII, the Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments obligation of the Commission Company to duly call, give notice of, convene and hold the Company Stockholders’ Meeting and mail the Proxy Statement (and any amendment or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to supplement thereto that may be mailed required by Law) to the Company’s stockholders will not more than 10 Business Days after clearance thereof be affected by the Commission, and shall use its reasonable best efforts to solicit proxies for such Stockholder Approvalsan Adverse Recommendation Change. If at any time prior to such 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 such an amendment or supplement. In the event that Stockholder Approvals are not obtained at such special 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 six-month period beginning on the date of such special stockholders meeting until such approval is obtained.​ ​ ​