Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. The Company shall cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filing.

Stockholders Meeting. The Company shall cause shall, as soon as reasonably practicable following the date hereof, establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders “Company Stockholders’ Meeting") to be duly called and held as soon as reasonably practicable ”), after the date hereof coordination with Parent, solely for the purpose of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) upon the adoption and approval of this Agreement, the Certificate Merger and the other transactions contemplated hereby; provided, however, the Company Stockholders’ Meeting shall be held not later than two (2) Business Days prior to the Outside Date (provided that, the Company shall not be required to hold the Stockholders’ Meeting by such date if (A) at such time the Company would be entitled to terminate this Agreement under Section 8.1(g) as a result of Amendment an intentional or willful breach by Parent and such breach by Parent has been the cause of, or resulted in, the failure of the Company to call or hold the Company Stockholders’ Meeting on or before such date or (ivB) the increase in Company shall have been prohibited by applicable Law from holding the aggregate number of options which may be issued under Company Stockholders’ Meeting during the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting30 day period prior to such date; provided that, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"Company has used all commercially reasonable efforts to remove such legal impediments). In connection with the Stockholders MeetingCompany Stockholders’ Meeting and the transactions contemplated hereby, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts (including postponing or adjourning the Company Stockholders’ Meeting to have cleared by the SEC and thereafter mail obtain a quorum or to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (iisolicit additional proxies) use its reasonable best efforts to obtain the Stockholder Approval necessary approvals by its stockholders of this Agreement, the Merger and the other transactions contemplated hereby and (iiiii) otherwise comply with all legal requirements applicable to the Stockholders Company Stockholders’ Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder ApprovalSubject to Section 6.4(e), the Company shall file the Certificate shall, through its Board of Amendment with the Delaware Secretary of State and will, promptly thereafterDirectors, provide to each Purchaser satisfactory evidence of such filingthe Company Recommendation at the Company Stockholders’ Meeting.

Stockholders Meeting. The (a) Subject to the provisions of this Agreement, the Company shall cause (i) take all action necessary in accordance with the MBCA, the Exchange Act, the Company Organizational Documents and the rules of the NYSE, and in consultation with Parent, to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") to be duly called and held as soon promptly as reasonably practicable after following the date hereof mailing of the Proxy Statement to the Company’s stockholders for the purpose of voting on obtaining the Company Stockholder Approval (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market“Stockholders’ Meeting”), (ii) the election conduct a “broker search” in accordance with Rule 14a-13 of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP Exchange Act in a manner to enable the Board of Directors (unless record date for the appointment of such designees is accomplished by resolution Company Stockholder Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Board of Directors outside of the Stockholders Meeting)Proxy Statement, (iii) the adoption and approval subject to a Change of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans Board Recommendation in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting5.3, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain solicit from its stockholders proxies in favor of the Stockholder Approval approval of this Agreement and the Contemplated Transactions and (iiiiv) otherwise comply with all legal requirements applicable be entitled, but not required, to postpone or adjourn the Stockholders’ Meeting to use reasonable best efforts to solicit additional proxies and votes in favor of adoption of this Agreement if sufficient votes have not been obtained; provided, however, the Stockholders’ Meeting shall not be adjourned or postponed on more than three (3) occasions and no such adjournment or postponement shall be for more than seven (7) Business Days. Subject to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt Company Board not having effected a Change of the Stockholder ApprovalBoard Recommendation, the Company shall file (x) submit this Agreement to the Certificate stockholders of Amendment with the Delaware Secretary Company as promptly as practicable for the purpose of State obtaining the Company Stockholder Approval at the Stockholders’ Meeting and will, promptly thereafter, provide to each Purchaser satisfactory evidence (y) not submit any Acquisition Proposal for approval by the stockholders of such filingthe Company.

Stockholders Meeting. (a) The Company shall cause will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of its stockholders holders of Shares to consider and vote upon the adoption of this Agreement (the "“Company Stockholders Meeting"”) to be duly called and held as soon as reasonably practicable not more than 45 days after the date hereof for the purpose of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP S-4 Registration Statement is declared effective. Subject to the Board provisions of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting6.2, the Company’s Board of Directors shall recommend approval by in the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Prospectus/Proxy Statement and all other proxy materials for such meeting, (ii) at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder ApprovalMeeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In the event that during the five business days prior to the date that the Company Stockholders Meeting is then scheduled to be held, the Company delivers a notice of an intent to make a Change in Recommendation and/or Superior Proposal Termination (including in connection with an amendment pursuant to the last sentence of Section 6.2(f)), Parent may direct the Company to postpone the Company Stockholders Meeting for up to five business days and the Company shall file promptly, and in any event no later than the Certificate of Amendment next business day, postpone the Company Stockholders Meeting in accordance with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingParent’s direction.

Stockholders Meeting. The (a) If a Company stockholder vote is required under the DGCL in order to effect the Merger, then promptly after consummation of the Offer the Company shall cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken take all actions in a manner that complies 17 21 accordance with the rules DGCL and regulations its Restated Certificate of Incorporation and by-laws to convene the Nasdaq Stock Market), (ii) the election Company Stockholders' Meeting for purposes of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to adopting this Agreement. Unless the Board of Directors by majority vote determines in good faith, based on the advice of outside legal counsel that to do so would constitute a breach of fiduciary duty to the stockholders of the Company under applicable law, the Company shall (unless A) include in the appointment of such designees is accomplished by resolution Proxy Statement the recommendation of the Board of Directors outside that stockholders of the Stockholders Meeting), (iii) the Company vote in favor of adoption and approval of this Agreement and the Certificate Merger and the written opinion of Amendment Willxxx Xxxxx & Xompany, L.L.C. that the consideration to be received by the holders of Shares of the Company pursuant to the Offer and the Merger is fair from a financial point of view to such stockholders and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (iiB) use its reasonable best efforts to obtain the Stockholder Approval necessary approval of this Agreement and the Merger by its stockholders. Parent agrees that it will vote, or cause to be voted, at the Company Stockholders' Meeting all Shares then owned by it or Purchaser or any of Parent's other subsidiaries and Affiliates in favor of the Merger and the adoption of this Agreement. (iiib) otherwise comply Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90% of the then-outstanding Shares, the parties hereto agree, at the request of Purchaser, subject to Article 7, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with all legal requirements applicable to Section 253 of the Stockholders Meeting. As DGCL, as soon as practicablereasonably practicable after such acquisition, but in no event later than two Business Days, following receipt without a meeting of the Stockholder Approval, stockholders of the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filing.Company. 6.3

Stockholders Meeting. The Company shall cause will take, in accordance with applicable Law and its certificate of incorporation and by-laws, all action necessary to convene a meeting of its stockholders holders of Shares (the "“Stockholders Meeting"”) to be duly called and held as soon promptly as reasonably practicable after the date hereof for the purpose execution of voting on this Agreement, and in any event no later than forty-five (i45) days after (a) the approval tenth (10th) calendar day after the preliminary Proxy Statement has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Proxy Statement or (b) if the SEC has by such date informed the Company that it intends to review the Proxy Statement, the date on which the SEC confirms that it has no further comments on the Proxy Statement; provided, that the date of the issuance Stockholders Meeting may be delayed for a reasonable period (not to exceed ten (10) days) to the extent required by Law, to consider and vote upon the adoption of this Agreement, and shall not postpone, recess or adjourn such meeting except to the extent required by Law or, if as of the Purchased 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 adopt this Agreement or to constitute a quorum necessary to conduct the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside business of the Stockholders Meeting. The board of directors of the Company shall take all lawful action to solicit such adoption of this Agreement and, subject to Section 6.2(f), (iii) shall recommend such adoption. In the adoption and approval event that subsequent to the date of this Agreement, the board of directors of the Certificate Company makes a Change of Amendment Recommendation, the Company nevertheless shall continue to solicit proxies and (iv) submit this Agreement to the increase in holders of the aggregate number of options which may be issued under Shares for adoption at the Stock Option Plans Stockholders Meeting unless this Agreement shall have been terminated in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable terms prior to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filing.

Stockholders Meeting. The As promptly as practicable after the date hereof, the Company shall cause duly call, give notice of, convene and hold a special meeting of its stockholders (the "“Stockholders Meeting"”) to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on obtaining the Stockholder Approval. The Company may postpone or adjourn the Stockholders Meeting solely (a) with the consent of the Holder; or (b) (i) due to the approval absence of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), quorum or (ii) if the election Company has not received proxies representing a sufficient number of shares of Common Stock for the designees of PerseusStockholder Approval, Nth Powerwhether or not a quorum is present, Rockportto solicit additional proxies; provided, Arete Corporation that the Company shall not be required to adjourn the Stockholders Meeting more than one time pursuant to this sentence, and CDP no such adjournment pursuant to the this sentence shall be required to be for a period exceeding 10 Business Days. The Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting)Company, (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable that they approve this Warrant and the Proxy Statement Holder’s exercise hereof (the “Company Recommendation”) and all other proxy materials for such meeting, (ii) shall use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to at the Stockholders Meeting. As soon as practicable, but in no In the event later than two Business Days, following receipt of the Stockholder ApprovalApproval is not obtained at the Stockholders Meeting, the Company shall file resubmit the Certificate proposal to approve this Warrant and the Holder’s exercise hereof to its stockholders at subsequent meetings of Amendment its stockholders held prior to the Expiration Date along with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingCompany Recommendation until the Stockholder Approval is obtained. 9.

Stockholders Meeting. The (a) Subject to the provisions of Section 7.3(a), the Company shall cause will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of its stockholders holders of Shares (the "“Company Stockholders Meeting"”) to be duly called and held as soon promptly as reasonably practicable after the date hereof for Proxy Statement is mailed in accordance with Section 5.3(a) to consider and vote upon the purpose adoption of voting on this Agreement and to cause such vote to be taken. Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders Meeting without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) there are holders of insufficient Shares present or represented by a proxy at the approval of Company Stockholders Meeting to constitute a quorum at the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market)Company Stockholders Meeting, (ii) the election Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law (including any requirement under applicable fiduciary duties as determined by the board of directors of the designees Company (or any authorized committee thereof) in good faith after consultation with outside counsel to give the holders of Perseus, Nth Power, Rockport, Arete Corporation and CDP Shares sufficient time to evaluate any information that the Company has sent or is otherwise made available to the Board holders of Directors (unless Shares) or a request from the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), SEC or its staff or (iii) the adoption and approval board of directors of the Certificate Company (or any authorized committee thereof) has determined that additional time is needed to allow the Company to solicit proxies from the holders of Amendment and (iv) Shares; provided, further, that the increase Company shall not postpone or adjourn the Company Stockholders Meeting to a date that is in the aggregate number of options more than forty five (45) days after the date for which may be issued under the Stock Option Plans in accordance Company Stockholders Meeting was originally scheduled (other than, following consultation with Parent, any adjournments or postponements required by applicable Law or a request from the limitations set forth in Section 8.1(jSEC or its staff). At the Stockholders MeetingSubject to Section 5.2, the Board Company’s board of Directors directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) such adoption and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, shall use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for solicit such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingapproval.

Stockholders Meeting. The Company shall cause call a special meeting of its stockholders 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 "Stockholders Meeting"“Stockholder Proposals”) to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on (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 issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock MarketStockholder Proposals, "Stockholder Approvals”), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the . The Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside Company shall recommend to the Company’s stockholders that such stockholders vote in favor of the Stockholders Meeting)Stockholder Proposals. In connection with such meeting, the Company shall promptly prepare and file (iiibut in no event more than 15 Business Days after the Closing Date) with the adoption and approval Commission a preliminary proxy statement, shall use its reasonable best efforts to respond to any comments of the Certificate of Amendment Commission or its staff and (iv) to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the increase in Company’s stockholders not more than 10 Business Days after clearance thereof by the aggregate number of options which may 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 issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j)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. At In the Stockholders Meetingevent 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 by the Company's of) such proposal at a meeting of its stockholders of the matters described to be held no less than once in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following each subsequent six-month period beginning on the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingspecial stockholders meeting until such approval is obtained.

Stockholders Meeting. The Unless this Agreement has been terminated in accordance with its terms, the Company shall cause will take, in accordance with applicable Law, its certificate of incorporation and bylaws and the rules and regulations of the SEC and NASDAQ, all action necessary to convene and hold a meeting of its stockholders the holders of Common Shares (the "“Stockholders Meeting") to ”), which Stockholders Meeting shall be duly called and held as soon promptly as reasonably practicable after the date hereof the Proxy Statement is mailed to the holders of Common Shares (the initial meeting date to be set no more than thirty (30) days after such mailing, or such later date as the parties mutually agree on), to consider and vote upon the adoption of this Agreement; provided, however, for the purpose avoidance of voting on doubt, the Company may postpone or adjourn the Stockholders Meeting: (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations consent of the Nasdaq Stock Market), Parent in its sole discretion; (ii) for the election absence of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP a quorum; (iii) to the Board extent necessary to ensure that any supplement or amendment to the Proxy Statement required under applicable Law is provided to the holders of Directors (unless the appointment Common Shares within a reasonable period of such designees is accomplished by resolution of the Board of Directors outside time in advance of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and ; (iv) to allow reasonable additional time to solicit additional proxies; (v) to the increase extent required by Law or any court of competent jurisdiction; (vi) if the Company has provided a written notice to Parent pursuant to Section 4.2(d)(iii) that it intends to make a Change of Recommendation or enter into an Alternative Acquisition Proposal in connection with a Superior Proposal and the aggregate number notice period contemplated by Section 4.2(d)(iii) has not yet expired. Subject to a Change of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Recommendation pursuant to Section 8.1(j). At the Stockholders Meeting4.2, the Board of Directors of the Company shall unanimously recommend approval the adoption of this Agreement by the Company's stockholders holders of the matters described Common Shares, shall include such unanimous recommendation in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and shall take all other proxy materials for reasonable lawful action to solicit such meeting, (ii) use its reasonable best efforts to obtain adoption of this Agreement by the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt holders of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingCommon Shares.

Stockholders Meeting. The In the event that the Sellers hold Shares or Company shall cause Warrants representing at least a majority of the total voting power of the Shares and of each class of Company Preferred Stock, and if Buyer is not required and does not choose to effect the Merger in accordance with Section 2(c) above, Company and the Stockholders Representative will, in accordance with applicable Legal Requirements and Company’s Articles of Incorporation and Bylaws, (i) duly call, give notice of, convene and hold an annual or special meeting of the holders of its stockholders (the "Stockholders Meeting") to be duly called and held Shares as soon as reasonably practicable after following the date hereof satisfaction or waiver of all conditions contained in Section 7(a) and Section 7(b) below, other than the condition contained in Section 7(a)(x) (concerning Company Holders representing 90% of all Company Shares having consented to the Merger and, if the Stock Purchase Closing has not then occurred, other than conditions with respect to actions the respective Parties are contemplated hereby to take at the Closing itself) for the purpose of voting considering and taking action on (i) the approval of the issuance of the Purchased Shares this Agreement and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market)transactions contemplated hereby, (ii) include in the election Proxy Statement the recommendation of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Company’s Board of Directors (unless that the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders MeetingCompany Holders approve this Agreement, the Board of Directors shall recommend approval by Merger and the Company's stockholders of the matters described transactions to be consummated in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders MeetingMerger Closing, the Company will (iand(iii) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its their commercially reasonable efforts to have cleared obtain such approval. To the extent permitted by applicable Legal Requirements, Buyer and Merger Co each agree, and, if the Stock Purchase Closing has not then occurred, each Seller agrees to vote all Company Shares beneficially owned by such Person in favor of the Merger. Buyer may elect in connection with a Merger effected pursuant to this Section 2(d) to forego the Stock Purchase and the other actions contemplated by Section 2(b) above, in which event the Sellers, and their Company Shares, will be treated in the manner contemplated by the SEC Merger. The Parties will take all necessary and thereafter mail appropriate action to its stockholders cause the Merger to become effective immediately upon conclusion of such shareholders meeting, or as promptly soon as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingin accordance with Nevada Law.

Stockholders Meeting. The On or prior to the date of the Company’s 2018 Annual Meeting of Stockholders or, at the Purchaser’s option, any date prior thereto upon at least ninety (90) days’ prior written notice, the Company shall cause hold a meeting of its stockholders of the Company (the "Stockholders “Stockholder Meeting"”) to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on upon the approval of resolutions (the “Stockholder Resolutions”) with respect to the matters contemplated by the Stockholder Approval (the date such approval is obtained, the “Stockholder Approval Date”), provided, however, nothing herein shall prevent the Company from postponing or adjourning the Stockholder Meeting if (i) the approval there are insufficient shares of the issuance of Common Stock present or represented by a proxy at the Purchased Shares and Stockholder Meeting to conduct business at the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market)Stockholder Meeting, (ii) the election of Company is required to postpone or adjourn the designees of PerseusStockholder Meeting by applicable law or a request from the Commission or its staff, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), or (iii) the adoption and approval Company determines in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Stockholder Meeting in order to give the stockholders of the Certificate Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders or otherwise made available to the stockholders by issuing a press release, filing materials with the SEC or otherwise. The Company shall solicit from the stockholders of Amendment and (iv) the increase Company proxies in favor of the aggregate number of options which may be issued under the Stock Option Plans Stockholder Resolutions in accordance with applicable law, and shall submit the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board Stockholder Resolutions for a vote of Directors shall recommend approval by the Company's ’s stockholders of at the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval")Meeting. In connection with the Stockholders Meeting, the The Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, shall use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain secure the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of at the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingMeeting.

Stockholders Meeting. The Company shall cause take, in accordance with Applicable Law, the certificate of incorporation of the Company and the bylaws of the Company, all actions necessary (a) to establish a record date for, duly call and give notice of a meeting of its stockholders holders of the Shares (the "Stockholders “Stockholders’ Meeting"” and the record date for the Stockholders’ Meeting, the “Record Date”) to be duly called consider and held vote upon (i) the adoption of this Agreement; and (ii) a non-binding advisory vote on “golden parachute” executive compensation arrangements if required by Rule 14a-21(c) under the 1934 Act; and (b) mail the Proxy Statement to the stockholders of record of the Company and to other stockholders as soon required by Rule 14a-13 of the 1934 Act, as reasonably of the Record Date, in each case, as promptly as practicable after the date hereof of this Agreement (and in any event within five (5) Business Days following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement) (the date the Company is required to take such actions, the “Proxy Date”). The Company shall convene and hold the Stockholders’ Meeting as promptly as practicable after the Proxy Date; provided, however, that (1) in no event shall the Stockholders’ Meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s stockholders; and (2) the Company shall not adjourn or postpone the Stockholders’ Meeting without the prior written consent of Parent, other than to the extent required (which shall not exceed twenty (20) Business Days) to allow reasonable additional time for the purpose filing and mailing of voting 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. Notwithstanding anything herein to the contrary, the Company may postpone or adjourn the Stockholders’ Meeting on one or more occasions to the extent (i) the approval Board of Directors determines in good faith after consultation with outside legal counsel that the issuance of the Purchased Shares and the Beacon Warrant (which vote shall failure to postpone or adjourn such Stockholders’ Meeting would reasonably be taken in a manner that complies expected to be inconsistent with the rules and regulations of the Nasdaq Stock Market), directors’ fiduciary duties under applicable Law; or (ii) the election of Company is required to postpone or adjourn the designees of PerseusStockholders’ Meeting pursuant to any order, Nth Powerdecree, Rockport, Arete Corporation injunction or other binding agreement with any Governmental Authority. Subject to and CDP to without limiting the Board of Directors (unless the appointment of such designees is accomplished by resolution rights of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans to make an Adverse Recommendation Change in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting5.03, the Company will (i) promptly, but shall include the Company Board Recommendation in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) shall use its reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment connection with the Delaware Secretary adoption of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingthis Agreement.

Stockholders Meeting. The Company shall cause will, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on (i) seeking the Company Requisite Vote and take all lawful action to solicit approval of this Agreement. The Company will schedule the issuance Stockholders Meeting to be held within thirty (30) days of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations initial mailing of the Nasdaq Stock MarketProxy 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 later date to which Parent consents (such consent not to be unreasonably delayed, conditioned or withheld)) and, (ii) if there are not sufficient affirmative votes represented in person or by proxy at such meeting to adopt this Agreement, will adjourn the election of Stockholders Meeting and reconvene the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to Stockholders Meeting at the earliest practicable date on which the Company Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts reasonably expects to have cleared by the SEC and thereafter mail sufficient affirmative votes to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for adopt this Agreement; provided, that, without Parent’s prior consent (such meetingconsent not to be unreasonably delayed, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approvalconditioned or withheld), the Company shall file not adjourn the Certificate of Amendment with Stockholders Meeting more than fifteen (15) calendar days past the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingoriginally scheduled date.

Stockholders Meeting. The (a) Subject to Section 5.3(a), the Company shall cause will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all reasonable action necessary to convene a meeting of its stockholders holders of Shares (the "“Stockholders Meeting"”) to be duly called and held as soon promptly as reasonably practicable after the date hereof for of mailing (but in any event within thirty-five (35) days thereafter) of the purpose Proxy Statement to consider and vote upon the adoption of voting on this Agreement; provided that the Company may postpone or adjourn the Stockholders Meeting (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations consent of the Nasdaq Stock Market)Parent, (ii) for the election absence of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting)a quorum, (iii) to allow reasonable additional time for the adoption filing and approval mailing of any supplemental or amended disclosure which the Certificate of Amendment Company has determined in good faith is necessary under applicable Law and (iv) for such supplemental or amended disclosure to be disseminated and reviewed by the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At Company’s stockholders prior to the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and or (iv) of if the preceding sentence (Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(ii) hereof and the "Stockholder Approval"deadline contemplated by Section 5.2(d) with respect to such notice has not been reached. Subject to Section 5.2(d). In connection with the Stockholders Meeting, the Company will Board shall recommend such adoption and shall take all reasonable lawful action to solicit such adoption of this Agreement. Notwithstanding the foregoing, Parent may require the Company to adjourn or postpone the Stockholders Meeting one (i1) promptly, time for up to 10 Business Days (but in no event more to a date that is less than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, two (ii2) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable Business Days prior to the Stockholders Meeting. As soon as practicableTermination Date), but in no event later than two Business Days, following receipt of the Stockholder Approval, unless prior to such adjournment the Company shall file have received an aggregate number of proxies voting for the Certificate adoption of Amendment with this Agreement and the Delaware Secretary of State and willtransactions contemplated hereby (including the Merger), promptly thereafterwhich have not been withdrawn, provide to each Purchaser satisfactory evidence of such filingthat the condition in Section 6.1(a) will be satisfied at such meeting.

Stockholders Meeting. The Company shall cause a meeting of its stockholders (the "“Stockholders Meeting"”) to be duly called and held as soon as reasonably practicable after the date hereof for the purpose of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Market), (ii) the election of the designees of Perseus, Nth Power, Rockport, Arete Aretê Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's ’s stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "“Stockholder Approval"”). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filing.

Stockholders Meeting. The Company shall cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called and held as As soon as reasonably practicable after the date hereof for the purpose hereof, UBICS, acting through its Board of voting on (i) the approval of the issuance of the Purchased Shares and the Beacon Warrant (which vote shall be taken Directors, shall, in a manner that complies accordance with applicable Governmental Rules, the rules and regulations of Nasdaq, and its by-laws, duly call, give notice of, convene and hold a Stockholders Meeting of UBICS' stockholders (the Nasdaq Stock Market)"STOCKHOLDERS MEETING") for the purpose of considering and taking action upon this Agreement and the Transactions contemplated hereby. The Board of Directors of UBICS will recommend to the stockholders of UBICS the approval of this Agreement and the Transactions contemplated hereby, (ii) unless such Board determines, in good faith, in connection with an Acquisition Proposal, after consultation with outside counsel, that such action would be inconsistent with its fiduciary duties to stockholders as required by law and, if such determination is made, will give written notice to R Systems of such determination within two business days of the making of such determination. Upon the issuance of such written notice to R Systems, and upon the written election of R Systems, UBICS will negotiate in good faith with R Systems for a period of two business days regarding such adjustments in the designees terms of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Exchange as would enable the Board of Directors (unless of UBICS, consistent with its fiduciary duties to the appointment stockholders, to proceed to recommend the Exchange to the stockholders of such designees is accomplished by resolution UBICS as contemplated in this Agreement, provided, that there shall be no obligation, express or implied, on the part of the Board of Directors outside of the Stockholders Meeting), (iii) the adoption and approval of the Certificate of Amendment and (iv) the increase in the aggregate number of options R Systems to agree to any terms or conditions which may be issued under the Stock Option Plans in accordance with the limitations different from those set forth in Section 8.1(j). At the Stockholders Meeting, the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with the Stockholders Meeting, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to the Stockholders Meeting. As soon as practicable, but in no event later than two Business Days, following receipt of the Stockholder Approval, the Company shall file the Certificate of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingthis Agreement.

Stockholders Meeting. The (a) Subject to Section 5.3, the Company shall cause 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 meeting of its stockholders holders of Shares (including any adjournment or postponement thereof as permitted by this Section 5.4, the "“Stockholders Meeting"”) to be duly called and held as soon promptly as reasonably practicable after following clearance of the Proxy Statement by the SEC to consider and vote upon the adoption of this Agreement; provided, that the Company may postpone or adjourn to a later date hereof for the purpose of voting on Stockholders Meeting (i) with the approval written consent of the issuance of the Purchased Shares and the Beacon Warrant Parent (which vote consent shall not be taken in a manner that complies with the rules and regulations of the Nasdaq Stock Marketunreasonably withheld, conditioned or delayed), (ii) for the election absence of the designees of Perseus, Nth Power, Rockport, Arete Corporation and CDP to the Board of Directors (unless the appointment of such designees is accomplished by resolution of the Board of Directors outside of the Stockholders Meeting)a quorum, (iii) to allow reasonable additional time to solicit additional proxies if the adoption and approval Company has not received proxies representing a sufficient number of the Certificate shares of Amendment and Common Stock to adopt this Agreement, whether or not a quorum is present, (iv) if required by applicable Law or (v) to allow reasonable additional time for the increase filing and dissemination of any supplemental or amended disclosure; provided, further, that in the aggregate number of options which may be issued under the Stock Option Plans in accordance with the limitations set forth in Section 8.1(j). At no event shall the Stockholders Meeting, Meeting be postponed or adjourned beyond a date that is more than thirty (30) days after the Board of Directors shall recommend approval by the Company's stockholders of the matters described in clauses (i), (ii), (iii) and (iv) of the preceding sentence (the "Stockholder Approval"). In connection with date on which the Stockholders MeetingMeeting was originally scheduled without the prior written consent of Parent. Unless there has been a Change of Recommendation pursuant to Section 5.2, the Company will (i) promptly, but in no event more than 30 days, following the date hereof, prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Proxy Statement and all other proxy materials for such meeting, (ii) shall use its reasonable best efforts to lawfully obtain the Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to Approval, including actively soliciting proxies in favor of the adoption of this Agreement at the Stockholders Meeting. As soon as practicable, but Unless this Agreement is terminated in no event later than two Business Days, following receipt of the Stockholder Approvalaccordance with its terms, the Company shall file not submit to the Certificate vote of Amendment with the Delaware Secretary of State and will, promptly thereafter, provide to each Purchaser satisfactory evidence of such filingits stockholders any other Acquisition Proposal.