Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. The Company will take, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof).

Stockholders Meetings. The Company will takeCompany, in accordance with its charter Parent and bylawsTrust each shall, all action necessary to as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of holders of Shares its stockholders or shareholders (respectively, the "Stockholders Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") as promptly as practicable after for the S-4 Registration Statement is declared effective to consider and vote upon purpose of considering the approval of this Agreement (in the Merger, case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company's board , Parent and Trust will, through their respective Boards of directorsDirectors or Trustees, subject as the case may be, recommend to fiduciary obligations under applicable lawtheir respective stockholders or shareholders, will recommend as applicable, approval of such approval by its stockholders, will not withdraw or modify such recommendation matters and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or not withdraw such recommendation following receipt except to the extent that the Board of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval Directors of the issuance Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent Common Stock in and Trust shall coordinate and cooperate with respect to the Mergertiming of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, and the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's board Articles of directorsIncorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, subject to fiduciary obligations under applicable lawas amended, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof)Company.

Stockholders Meetings. The Company will take(a) Subject to Section 5.4 and Section 5.5, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting"i) as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Mergerreasonably practicable, and the Company's board of directors, subject to fiduciary obligations under applicable lawacting through the Company Board, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary under all applicable Law to call, give notice of, convene and hold a meeting of holders of Parent Common Stock the Company Stockholders to vote on a proposal to adopt this Agreement (the "Parent “Company Stockholders Meeting"”, which term shall include as applicable any and all adjournments or postponements thereof), (ii) the Company Stockholders Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as reasonably practicable after the S-4 Registration Statement is declared effective mailing of the Joint Proxy Statement/Prospectus, and (iii) the Company shall use its reasonable best efforts to consider and ensure that all proxies solicited in connection with the Company Stockholders Meeting are solicited in compliance with all applicable Law. Parent shall vote upon (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any limited liability company interests of Merger Sub beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted (or to provide a consent), in favor of the approval of this Agreement at the issuance Company Stockholders Meeting and any meeting of Parent Common Stock in the Merger, and Parent's board members of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated Sub, at which this Agreement shall be submitted for approval and at all adjournments or postponements thereof (it being understood or, if applicable, by any action of stockholders or members of either the Parent shall remain obligated both before and after the date Company or Merger Sub by consent in lieu of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereofa meeting).

Stockholders Meetings. The Company will take, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly as practicable Promptly after the S-4 Registration Statement is declared effective under the Securities Act, each of Parent and the Company shall take all necessary action, in accordance with applicable Law, the rules and regulations of the NASDAQ or any securities exchange on which the Company Common Stock is listed or admitted to consider trading (as the case may be) and vote upon the Parent Charter Documents or the Company Charter Documents (as the case may be), to properly give notice of and hold a meeting of its stockholders for the purpose of voting on the Parent Proposal or the Company Proposal (as the case may be). Subject to Article 7, Parent shall recommend approval of the MergerParent Proposal, and the Company's board of directors, subject to fiduciary obligations under applicable lawSection 5.4 and Article 7, will the Company Board shall recommend such approval by its stockholders, will not withdraw or modify such recommendation of the Company Proposal. Each of the Parent Board and the Company Board shall take all lawful action to solicit such approval; provided that , including timely mailing the Proxy Statement/Prospectus to the stockholders of Parent and the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will takeand the Company shall coordinate and cooperate with respect to the timing of their respective stockholder meetings, in accordance with its charter and by-laws, all action necessary use reasonable best efforts to convene a meeting of holders of Parent Common Stock (hold such meetings on the "Parent Stockholders Meeting") as promptly as practicable same day and within 45 days after the S-4 date the Registration Statement is declared effective effective; provided, however, that the Company may postpone or adjourn the Company Meeting (A) for the absence of a quorum or (B) to consider allow reasonable additional time for the filing and vote upon mailing of any supplemental or amended disclosure that the approval of Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the issuance of Parent Common Stock Company’s stockholders prior to the Company Meeting; provided, further, that in the Mergerevent that the Company Meeting is delayed to a date after the Termination Date as a result of either (A) or (B) above, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior then the Termination Date shall be extended to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and fifth Business Day after the date of the Parent Stockholders such Company Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof)date.

Stockholders Meetings. The Each of the Company and Purchaser will take, take all action necessary in accordance with its charter applicable Law and, in the case of the Company, the Company's Charter and bylawsthe Company's By-laws and, all action necessary in the case of Purchaser, the Purchaser's Charter and the Purchaser's By-laws, to convene a meeting of holders of Shares (the "Stockholders Meeting") its stockholders as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of this Agreement and the Mergertransactions contemplated hereby. The Company Board and the Purchaser Board each shall recommend that its stockholders approve this Agreement and the transactions contemplated hereby, and the Company's board of directorsCompany and Purchaser shall use their reasonable best efforts to obtain such approval, subject including, without limitation, by timely filing and mailing the joint proxy statement/prospectus contained in the Form S-4 to their respective stockholders; provided, however, that nothing contained in this Section 6.01(b) shall prohibit the Company Board from failing to make such recommendation or using their reasonable best efforts to obtain such approval if the Company Board has determined in good faith, after consultation with outside counsel, that such action is necessary for the Company Board to comply with its fiduciary obligations duties to its stockholders under applicable law, will recommend Law. The Company and Purchaser shall coordinate and cooperate with respect to the timing of such approval by its stockholders, will not withdraw or modify such recommendation meetings and shall take all lawful action use their reasonable best efforts to solicit hold such approval; provided meetings on the same day. 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's board of directors may modify or withdraw such recommendation following receipt , dated as of a Superior Proposal. Parent will takedate 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 accordance with its charter form and by-laws, all action necessary substance reasonably satisfactory to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the MergerPurchaser, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval customary in scope and substance for "comfort" letters delivered by its stockholders, will not withdraw or modify such recommendation independent public accountants in connection with registration statements and will take all lawful action to solicit such approval. Prior proxy statements similar to the Parent Stockholders MeetingForm S-4, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof).and

Stockholders Meetings. (a) The Company, acting through the Company will takeBoard, shall take all actions in accordance with the DGCL, its charter Certificate of Incorporation and bylawsBy-laws and the rules of The NASDAQ Stock Market to promptly and duly call, all action necessary to give notice of, convene a meeting of holders of Shares (the "Stockholders Meeting") and hold as promptly as practicable practicable, and within 45 days after the S-4 declaration of the effectiveness of the Registration Statement is declared effective to consider if practicable, the Company Stockholders Meeting for the purpose of considering and vote voting upon the Company Voting Proposal. Subject to Section 6.1(b), (i) the Company Board shall recommend approval and adoption of the MergerCompany Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Parent or the Transitory Subsidiary, the approval or recommendation of the Company Board or such committee that the Company's board stockholders vote in favor of directorsthe Company Voting Proposal. Subject to Section 6.1(b), subject the Company shall take all action that is both reasonable and lawful to fiduciary obligations under applicable law, will recommend such approval by solicit from its stockholders, will not withdraw or modify such recommendation stockholders proxies in favor of the Company Voting Proposal and shall take all lawful other action necessary or advisable to solicit secure the vote or consent of the stockholders of the Company required by the rules of The NASDAQ Stock Market or the DGCL to obtain such approval; approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with the Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided that to the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will takestockholders or, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") if as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in time for which the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Company Stockholders Meeting to perform the covenants is originally scheduled (as set forth in Section 6.5(cthe Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in accordance with person or by proxy) to constitute a quorum necessary to conduct the provisions thereof)business of the Company Stockholders Meeting.

Stockholders Meetings. The Company will takeSubject to applicable law, each of the Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or "Stockholders Meetings") of its charter respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and bylaws, all action necessary to convene a meeting adopting the agreement of holders merger (within the meaning of Shares Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Stockholders MeetingCompany Stockholder Approval") as promptly as practicable after or (in the S-4 Registration Statement is declared effective to consider and vote upon the approval case of the Merger, and Parent) the Company's board issuance of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders shares of Parent Common Stock to the stockholders of the Company in the Merger (the "Parent Stockholders MeetingStockholder Approval" and together with the Company Stockholder Approval, the ") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the MergerStockholder Approvals"), and Parent's board of directorsand, subject to the fiduciary obligations duties of their respective Boards of Directors under applicable lawlaw as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, will recommend such approval by its stockholdersinclude in the Proxy Statement (as defined in Section 5.07) of each of the Company and the Parent for use in connection with the Special Meeting of each of the Company and the Parent, will not withdraw the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or modify such recommendation the Parent Stockholder Approval, as the case may be. The Parent, the Sub and will take the Company agree to use commercially reasonable efforts to cause the Special Meetings to occur within forty-five (45) days after the Parent and the Company have responded to all lawful action to solicit such approval. Prior SEC comments with respect to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in preliminary Proxy Statement. Section 6.5(c) in accordance with the provisions thereof).2.10

Stockholders Meetings. (a) The Company, acting through the Company will takeBoard, shall take all actions in accordance with applicable law (including all applicable requirements of the Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its charter Certificate of Incorporation and bylawsBy-laws to promptly and duly call, all action necessary to give notice of, convene a meeting of holders of Shares (the "Stockholders Meeting") and hold as promptly as practicable practicable, and in any event within 45 days after the S-4 declaration of effectiveness of the Registration Statement is declared effective to consider Statement, the Company Stockholders Meeting for the purpose of considering and vote voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the MergerCompany Voting Proposal by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company's board stockholders vote in favor of directors, subject the Company Voting Proposal. The Company shall take all action that is both reasonable and lawful to fiduciary obligations under applicable law, will recommend such approval by solicit from its stockholders, will not withdraw or modify such recommendation stockholders proxies in favor of the Company Voting Proposal and shall take all lawful other action necessary or advisable to solicit secure the vote or consent of the Company Stockholders required by the rules of the Nasdaq Stock Market or the DGCL to obtain such approval; approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Buyer, the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided that to the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will takestockholders or, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") if as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in time for which the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Company Stockholders Meeting to perform the covenants is originally scheduled (as set forth in Section 6.5(cthe Joint Proxy Statement/Prospectus) in accordance with the provisions thereof).there are insufficient shares of Company Common Stock represented

Stockholders Meetings. (a) The Company will take, in accordance with its charter and bylaws, all action necessary to convene shall call a meeting of holders of Shares (the "Stockholders Meeting") its stockholders to be held as promptly as practicable after for the S-4 Registration Statement is declared effective to consider and vote purpose of voting upon the approval and adoption of this Agreement. The Company will, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement and, if the Company determines such approval to be necessary or appropriate, the Distribution and shall use all reasonable efforts to hold such meeting as soon as practicable after the date hereof; provided, however, that the Board of Directors of the MergerCompany may fail to make such a recommendation, and or withdraw, modify or change any such recommendation if it determines after receiving the Company's board advice of directorsoutside counsel that making such recommendation, subject or that the failure to withdraw, modify or change its recommendation, would be inconsistent with its fiduciary obligations duties under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and . (b) Parent shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene call a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") its stockholders to be held as promptly as practicable after for the S-4 Registration Statement is declared effective to consider and vote purpose of voting upon the approval of the issuance of the shares of Parent Common Stock in to the MergerCompany's stockholders pursuant to this Agreement. Parent will, through its Board of Directors, recommend to its stockholders such approval and Parent's board shall use all reasonable efforts to hold such meeting as soon as practicable after the date hereof; provided, however, that the Board of directorsDirectors of Parent may fail to make such a recommendation, subject or withdraw, modify or change any such recommendation if it determines after receiving the advice of outside counsel that making such recommendation, or that the failure to withdraw, modify or change its recommendation, would be inconsistent with its fiduciary obligations duties under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof).6.4

Stockholders Meetings. The (a) Promptly after the S-4 is declared effective under the Securities Act, each of Parent and the Company will take, shall take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL"), CBCA and its charter respective organizational documents to call, hold and bylaws, all action necessary to convene a meeting of holders its respective stockholders to consider, in the case of Shares (Parent, the "Stockholders Meeting") approval of the issuance of shares of Parent Common Stock pursuant to the Merger and such other matters as it deems appropriate, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, to be held as promptly as practicable after the S-4 Registration mailing of the Joint Proxy Statement is declared effective to consider their respective stockholders. Each of Parent and vote upon the Company shall use its commercially reasonable efforts to hold their respective stockholders' meetings on the same date. Subject to Section 4.2(d) and 5.5(b), each of Parent and the Company shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, the adoption and approval of this Agreement and the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful other action necessary or advisable to solicit secure the vote or consent of their respective stockholders required by the rules of the NYSE or the CBCA to obtain such approval; provided that approvals. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.1(c), Parent or the Company's board of directors , as the case may modify be, may adjourn or withdraw such recommendation following receipt postpone its stockholders' meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of on the issuance of Parent Common Stock Stock, the Merger and this Agreement, as applicable, or, if as of the time for which the stockholders' meeting is originally scheduled (as set forth in the MergerJoint Proxy Statement) there are insufficient shares of capital stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting; provided that, in the event either the Company's or Parent's stockholders' meeting is delayed to a date after the Initial Termination Date as a result of the reasons set forth in this sentence, then the Initial Termination Date shall be extended to a date no later than the fifth business day after the Initial Termination Date. Except as set forth in the immediately preceding sentence, the Company shall not postpone or adjourn the Company's stockholders' meeting without the consent of Parent, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon postpone or adjourn Parent's stockholders' meeting without the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date consent of the Company. Each of Parent Stockholders Meeting to perform and the covenants set forth Company shall ensure that its respective stockholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited, by it in Section 6.5(c) in accordance connection with the provisions thereof)stockholders' meeting are solicited in compliance with the DGCL, CBCA, its organizational documents, the rules of the NYSE and all other applicable laws.

Stockholders Meetings. The Company will takeshall, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly soon as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of this Agreement, duly call, give notice of, convene and hold a special meeting of its stockholders (the Parent “Company Stockholders Meeting to perform the covenants set forth in Section 6.5(cMeeting”) in accordance with applicable Law, the provisions thereofCompany Charter and by-laws for the purpose of obtaining the Company Stockholder Approval. Subject to Section 4.2(c), the Company shall (A) through the Board of Directors of the Company, recommend to its stockholders the approval and adoption of this Agreement, the Merger, the Subsequent Merger and the other Transactions and include in the Proxy Statement such recommendation and (B) use its commercially reasonable efforts to solicit and obtain such approval and adoption. Without limiting the generality of the foregoing, subject to Section 4.2(c), the Company acknowledges that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by any Company Adverse Recommendation Change or the commencement, public proposal, public disclosure or communication to the Company or its stockholders of any Company Takeover Proposal. The Company shall provide Parent with the Company’s stockholder list as and when requested by Parent, including at any time and from time to time following a Company Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting: (1) to the extent the Company believes in good faith it is necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the Company’s stockholders; (2) if as of the time for which the Company Stockholders Meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Stockholders Meeting; or (3) to the extent it believes in good faith that additional time is reasonably required to solicit proxies in favor of the adoption of this Agreement; provided, however, that any such adjournment or postponement shall not exceed ten (10) calendar days.

Stockholders Meetings. The Company will takeshall, in accordance with its charter as soon as practicable following the date of this Agreement, duly call, give notice of, convene and bylaws, all action necessary to convene hold a special meeting of holders of Shares its stockholders (the "Company Stockholders Meeting") as promptly as practicable after in accordance with applicable Law, the S-4 Registration Statement is declared effective Company Charter and by-laws for the purpose of obtaining the Company Stockholder Approval. Subject to consider and vote upon Section 4.2(c), the Company shall (A) through the Board of Directors of the Company, recommend to its stockholders the approval and adoption of this Agreement, the Merger, the Subsequent Merger and the other Transactions and include in the Proxy Statement such recommendation and (B) use its commercially reasonable efforts to solicit and obtain such approval and adoption. Without limiting the generality of the foregoing, subject to Section 4.2(c), the Company acknowledges that its obligations pursuant to the first sentence of this Section 5.1(b) shall not be affected by any Company Adverse Recommendation Change or the commencement, public proposal, public disclosure or communication to the Company or its stockholders of any Company Takeover Proposal. The Company shall provide Parent with the Company's board of directorsstockholder list as and when requested by Parent, subject including at any time and from time to fiduciary obligations under time following a Company Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting: (1) to the extent the Company believes in good faith it is necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action Law is timely provided to solicit such approval; provided that the Company's board stockholders; (2) if as of directors may modify the time for which the Company Stockholders Meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or withdraw such recommendation following receipt of by proxy) to constitute a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action quorum necessary to convene a meeting of holders of Parent Common Stock (conduct the "Parent business to be conducted at the Company Stockholders Meeting"; or (3) as promptly as practicable after to the S-4 Registration Statement extent it believes in good faith that additional time is declared effective reasonably required to consider and vote upon the approval solicit proxies in favor of the issuance adoption of Parent Common Stock in the Mergerthis Agreement; provided, and Parent's board of directorshowever, subject to fiduciary obligations under applicable law, will recommend that any such approval by its stockholders, will not withdraw adjournment or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent postponement shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated exceed ten (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c10) in accordance with the provisions thereof)calendar days.

Stockholders Meetings. The Notwithstanding anything in Section 6.01(c) to the contrary, the Company will take, in accordance with its charter applicable Law and bylawsthe Company Certificate of Incorporation and the Company By-Laws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Company Stockholders' Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter applicable Law and bythe Certificate of Incorporation and By-lawsLaws of Parent, all action necessary to convene a meeting of holders of the Parent Common Stock (the "Parent Stockholders Stockholders' Meeting") , in each case as promptly as practicable after for the S-4 Registration Statement is declared effective to consider and vote purpose of voting upon the approval adoption of this Agreement and the issuance of Parent Common Stock in Shares pursuant to the terms of the Merger, as the case may be, and Parent's board of directorsParent and the Company shall use their reasonable best efforts to hold the Stockholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood that for purposes of determining what is "as promptly as practicable" for the Parent purposes of this sentence the parties shall remain obligated both before take into account the status of regulatory approvals and after related waiting periods. Except with respect to the date Company in the event that the Board of Directors of the Company shall have withheld or withdrawn its stockholder recommendation or modified or amended its stockholder recommendation in a manner adverse to the other party pursuant to Section 6.01(c), each party shall (a) use its commercial best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the issuance of Parent Stockholders Meeting Common Shares pursuant to perform the covenants set forth in Section 6.5(cterms of the Merger, as the case may be, and (b) in accordance with the provisions thereof).shall take all

Stockholders Meetings. The Company will takeCompany, in accordance with its charter Parent and bylawsTrust each shall, all action necessary to as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of holders of Shares its stockholders or shareholders (respectively, the "Stockholders Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") as promptly as practicable after for the S-4 Registration Statement is declared effective to consider and vote upon purpose of considering the approval of this Agreement (in the Merger, case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company's board , Parent and Trust will, through their respective Boards of directorsDirectors or Trustees, subject as the case may be, recommend to fiduciary obligations under applicable lawtheir respective stockholders or shareholders, will recommend as applicable, approval of such approval by its stockholders, will not withdraw or modify such recommendation matters and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or not withdraw such recommendation following receipt except to the extent that the Board of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval Directors of the issuance Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent Common Stock in and Trust shall coordinate and cooperate with respect to the Mergertiming of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, and the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's board Articles of directorsIncorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, subject to fiduciary obligations under applicable lawas amended, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Company. Section 6.5(c) in accordance with the provisions thereof).5.2

Stockholders Meetings. The (a) Promptly after the S-4 is declared effective under the Securities Act, each of Parent and the Company will take, shall take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL"), CBCA and its charter respective organizational documents to call, hold and bylaws, all action necessary to convene a meeting of holders its respective stockholders to consider, in the case of Shares (Parent, the "Stockholders Meeting") approval of the issuance of shares of Parent Common Stock pursuant to the Merger and such other matters as it deems appropriate, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, to be held as promptly as practicable after the S-4 Registration mailing of the Joint Proxy Statement is declared effective to consider their respective stockholders. Each of Parent and vote upon the Company shall use its commercially reasonable efforts to hold their respective stockholders' meetings on the same date. Subject to Section 4.2(d) and 5.5(b), each of Parent and the 61 Company shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, the adoption and approval of this Agreement and the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful other action necessary or advisable to solicit secure the vote or consent of their respective stockholders required by the rules of the NYSE or the CBCA to obtain such approval; provided that approvals. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.1(c), Parent or the Company's board of directors , as the case may modify be, may adjourn or withdraw such recommendation following receipt postpone its stockholders' meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders in advance of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of on the issuance of Parent Common Stock Stock, the Merger and this Agreement, as applicable, or, if as of the time for which the stockholders' meeting is originally scheduled (as set forth in the MergerJoint Proxy Statement) there are insufficient shares of capital stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting; provided that, in the event either the Company's or Parent's stockholders' meeting is delayed to a date after the Initial Termination Date as a result of the reasons set forth in this sentence, then the Initial Termination Date shall be extended to a date no later than the fifth business day after the Initial Termination Date. Except as set forth in the immediately preceding sentence, the Company shall not postpone or adjourn the Company's stockholders' meeting without the consent of Parent, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon postpone or adjourn Parent's stockholders' meeting without the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date consent of the Company. Each of Parent Stockholders Meeting to perform and the covenants set forth Company shall ensure that its respective stockholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited, by it in Section 6.5(c) in accordance connection with the provisions thereof)stockholders' meeting are solicited in compliance with the DGCL, CBCA, its organizational documents, the rules of the NYSE and all other applicable laws.

Stockholders Meetings. (a) The Company, acting through the Company will takeBoard, shall take all actions in accordance with applicable law (including all applicable requirements of the Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its charter Certificate of Incorporation and bylawsBy-laws to promptly and duly call, all action necessary to give notice of, convene a meeting of holders of Shares (the "Stockholders Meeting") and hold as promptly as practicable practicable, and in any event within 45 days after the S-4 declaration of effectiveness of the Registration Statement is declared effective to consider Statement, the Company Stockholders Meeting for the purpose of considering and vote voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the MergerCompany Voting Proposal by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company's board stockholders vote in favor of directors, subject the Company Voting Proposal. The Company shall take all action that is both reasonable and lawful to fiduciary obligations under applicable law, will recommend such approval by solicit from its stockholders, will not withdraw or modify such recommendation stockholders proxies in favor of the Company Voting Proposal and shall take all lawful other action necessary or advisable to solicit secure the vote or consent of the Company Stockholders required by the rules of the Nasdaq Stock Market or the DGCL to obtain such approval; approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Buyer, the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided that to the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will takestockholders or, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") if as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in time for which the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Company Stockholders Meeting to perform the covenants is originally scheduled (as set forth in Section 6.5(cthe Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in accordance with person or by proxy) to constitute a quorum necessary to conduct the provisions thereof)business of the Company Stockholders Meeting.

Stockholders Meetings. The Company will takeSubject to applicable law, each of the Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or "Stockholders Meetings") of its charter respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and bylaws, all action necessary to convene a meeting adopting the agreement of holders merger (within the meaning of Shares Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Stockholders MeetingCompany Stockholder Approval") as promptly as practicable after or (in the S-4 Registration Statement is declared effective to consider and vote upon the approval case of the Merger, and Parent) the Company's board issuance of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders shares of Parent Common Stock to the stockholders of the Company in the Merger (the "Parent Stockholders MeetingStockholder Approval" and together with the Company Stockholder Approval, the ") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the MergerStockholder Approvals"), and Parent's board of directorsand, subject to the fiduciary obligations duties of their respective Boards of Directors under applicable lawlaw as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, will recommend such approval by its stockholdersinclude in the Proxy Statement (as defined in Section 5.07) of each of the Company and the Parent for use in connection with the Special Meeting of each of the Company and the Parent, will not withdraw the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or modify such recommendation the Parent Stockholder Approval, as the case may be. The Parent, the Sub and will take the Company agree to use commercially reasonable efforts to cause the Special Meetings to occur within forty-five (45) days after the Parent and the Company have responded to all lawful action to solicit such approval. Prior SEC comments with respect to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and after the date of the Parent Stockholders Meeting to perform the covenants set forth in Section 6.5(c) in accordance with the provisions thereof)preliminary Proxy Statement.