Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees to (A) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the Company.

Stockholders Meetings. At The Company and Acquirer each annual and special shall call a meeting of its respective stockholders (the "COMPANY STOCKHOLDER MEETING" and the "ACQUIRER STOCKHOLDER MEETING," respectively, and together, the "STOCKHOLDERS MEETINGS") to be held prior to as promptly as practicable in accordance with applicable law and each company's certificate of incorporation and by-laws for the expiration purpose of voting upon (i) in the case of the Standstill Period Company, the adoption and approval of this Agreement and the transactions contemplated hereby (the "COMPANY STOCKHOLDER APPROVAL"), and (ii) in the case of Acquirer, the items contemplated by the Acquirer Stockholder Approval. Except as otherwise required by the fiduciary duties of its Board of Directors (as defined below)determined in good faith by such Board following the receipt of advice of its outside legal counsel to such effect) and in accordance with Sections 5.2 and 6.2, as the case may be, of this Agreement, (i)(A) the Company will, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the Merger and (B) Acquirer will, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquirer Common Stock in the Merger and the approval of the amendments to Acquirer's certificate of incorporation to increase the authorized number of shares of Acquirer Common Stock to 175,000,000 shares and (ii) each of the Investors agrees Company and Acquirer will use all commercially reasonable efforts to (A) appear at such stockholders’ meeting or otherwise cause all shares obtain the foregoing approval of Common Stock beneficially owned by each Investor and their respective Affiliates stockholders. Acquirer and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor the Company shall coordinate and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than cooperate with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation timing of the Board, Stockholders Meetings and shall each of the Investors shall have the right use all commercially reasonable efforts to vote hold Stockholders Meetings on the Company’s proxy card or voting instruction form in accordance with same day as soon as practicable after the ISS recommendation (date on which the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the CompanyForm S-4 becomes effective.

Stockholders Meetings. At each annual and special meeting of stockholders held prior to the expiration of the Standstill Period (as defined below), each of the Investors agrees to (A) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, and except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the stockholder proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board; provided, however, in the event that Institutional Stockholder Services Inc. (“ISS”) recommends otherwise with respect to any matter (other than nominees for election as directors to the Board), each of the Investors shall have the right to vote in accordance with the ISS recommendation (the “Other Voting Recommendation”). No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i2(c)(i). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Companycombination; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control change in control of the Company; or (H) any debt or equity financings.

Stockholders Meetings. At Oak and Xxxxx each annual and special shall use its best efforts to cause a meeting of its respective stockholders held prior to (the expiration of the Standstill Period (as defined below), each of the Investors agrees to (A) appear at such stockholders“Stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined belowMeeting”) to be counted held as present thereat soon as reasonably practicable after the date hereof for purposes the purpose, in the case of establishing a quorum; (B) voteOak, or cause to be votedof obtaining the requisite stockholder approval of this Agreement and the Merger, all and, in the case of Xxxxx, the issuance of shares of Xxxxx Common Stock beneficially owned pursuant to the Merger (the “Stockholder Proposals”). In the case of Xxxxx, the Stockholders’ Meeting may be Zoran’s annual meeting of stockholders. Each of the Boards of Directors of Oak and Xxxxx shall use its best efforts to obtain from its respective stockholders the vote required by each Investor and their respective Affiliates and Associates on the Company’s proxy card DGCL or voting instruction form the Nasdaq Stock Market, as the case may be, in favor of each the approval of the nominees for election as directors nominated by Stockholder Proposals and shall recommend to the Board stockholders of Oak and recommended by Xxxxx that they so vote at the Board (and not in favor of Stockholders’ Meeting or any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) adjournment or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approvalpostponement thereof; provided, however, that neither Board of Directors shall be required to use such best efforts to obtain the vote in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation favor of the Board, each approval of the Investors shall have the right Stockholder Proposals or to vote on the Company’s proxy card make or voting instruction form in accordance with the ISS continue to make such recommendation (and may change any recommendation previously made) if such Board of Directors, after having consulted with and considered the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each advice of its Associates financial advisors and Affiliates tooutside legal counsel, vote any shares of Common Stock beneficially owned by has determined that using such Investors in accordance with this Section 2. No Investor nor any of its Affiliates best efforts or Associates nor any person under its direction making or control shall take any position, continuing to make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that such recommendation would result in a Change breach of Control of their fiduciary duties under applicable law. Notwithstanding anything to the Companycontrary in this Agreement, if this Agreement is earlier terminated in accordance with its terms, neither Oak nor Xxxxx shall be required to submit its respective Stockholder Proposal for approval by its stockholders at its Stockholders’ Meeting.

Stockholders Meetings. At each annual and special meeting of the Company’s stockholders held prior to the expiration of the Standstill Period (as defined below)Period, each of the Investors agrees to (A) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form (1) in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board in the election of directors and against any proposals to remove any such members of the Board, (and not in favor of 2) against any other nominees to serve on the Board that have not been recommended by the Board); and, except and (3) with respect to all other matters other than a Voting Exempt Matter, in connection accordance with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the CompanyBoard’s proxy card or voting instruction form recommendations as identified in the Company’s definitive proxy statement or any supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”)thereto; and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company Board (such proxy card and/or form, the “Company’s card”); provided, however, that notwithstanding the foregoing, in the event that both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recommend otherwise with respect to any proposal (other than the election or the Board. No later than five (5) business days prior to removal of directors), each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and Investors shall cause each of its Associates and Affiliates to, have the right to vote any shares of Common Stock beneficially owned by such Investors on the Company’s card in accordance with this Section 2. No the recommendation of ISS and Glass Lewis with respect to such proposal so long as no Investor nor publicly discloses such vote; provided, further, that with respect to any Voting Exempt Matter, each of its Affiliates or Associates nor any person under its direction or control the Investors shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i)have the ability to vote freely on the Company’s card so long as no Investor publicly discloses such vote. For purposes of this AgreementSection 2(e), a “Opposition Voting Exempt Matter” shall mean any of the following transactions but only to the extent submitted by the Board means, with respect to the Company’s stockholders for approval, any stockholder vote taken to approve or ratify: (A) the any merger, acquisition, recapitalization, restructuring, financing, disposition, distribution, spin-off, sale or transfer of all or substantially all of the Company’s or any of its Affiliates’ assets in one or a series of transactions, joint venture or other business combination of the Company or any of its Affiliates with a third party; (B) the sale or transfer any adoption of a majority takeover defenses not in existence as of the outstanding shares date of this Agreement by the Company; or (C) the adoption of new or amended compensatory plans by the Company that require a stockholder vote. During the Standstill Period, not later than five (5) business days prior to each of the Company’s Common Stock (through a mergermeetings of stockholders, stock purchase, or otherwise); (Ceach Investor shall vote in accordance with this Section 2(e) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which and shall not be deemed an Opposition Matter for purposes of this Agreement); revoke or (G) change any other transactions that would result in a Change of Control of the Companysuch vote.

Stockholders Meetings. At each annual (a) Olsten shall take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to call and convene a special meeting of its stockholders held prior to (the expiration of "Olsten Special Meeting" and, together with the Standstill Period Adecco Special Meeting (as defined below), each the "Special Meetings") as soon as practicable to consider, vote upon and obtain the approval of this Agreement, the Merger and the other transactions contemplated hereby by a majority of the Investors agrees to (A) appear at such stockholders’ meeting or otherwise cause all voting power represented by the outstanding shares of Common Olsten Stock beneficially owned by each Investor and their respective Affiliates Olsten Class B Stock entitled to vote thereon, voting together as a single class. Olsten shall, through its Board of Directors, (i) recommend to its stockholders approval of this Agreement, the Merger and Associates the other transactions contemplated hereby, which recommendation shall be contained in a proxy statement of Olsten (as defined belowthe "Olsten Proxy Statement") and shall not withdraw, modify or change in any manner or take action inconsistent with its recommendation of this Agreement, the Merger or the other transactions contemplated hereby and shall not resolve to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of each do any of the nominees for election as directors nominated by the Board foregoing and recommended by the Board (and not in favor of any other nominees to serve on the Board); and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which the Board recommends against stockholder approvalpublicly disclose such resolution; provided, however, in that, subject to compliance with the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election provisions of nominees as directors to Section 5.02 hereof, the Board of Directors of Olsten may fail to make its recommendation to its stockholders or may withdraw, modify or change in any manner or take action inconsistent with such recommendation or resolve to do any of the foregoing and publicly disclose such resolution if such Board of Directors reasonably believes after (x) receiving a Superior Proposal (as hereinafter defined) which was not solicited by it after July 26, 1999 and which did not result from a breach of Section 5.02 hereof, (y) receiving the advice of outside legal counsel that failure to take such action would be a breach of its fiduciary duties to its stockholders under applicable law and (z) receiving the advice of a financial advisor of nationally recognized reputation that the party making such proposal is financially capable and that such Superior Proposal is more favorable from a financial point of view to its stockholders than the Merger and the Split-Off, that the making of such recommendation or the removal of directors from the Board) that is different from the recommendation of the Boardfailure to so withdraw, each of the Investors shall have the right to vote on the Company’s proxy card modify or voting instruction form change in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement manner or take any action inconsistent with this Section 2(a)(i). For purposes such recommendation or to resolve to do any of the foregoing and publicly disclose such resolution would be a breach of its fiduciary duties under applicable law and (ii) cause to be solicited from its stockholders proxies regarding approval and adoption of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to Merger and the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the Companycontemplated hereby.

Stockholders Meetings. At the 2018 Annual Meeting and each annual and special meeting of stockholders held prior to the expiration of the Standstill Period (as defined below)Period, each of the Investors agrees to (A) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates (as defined below) to be counted as present thereat for purposes of establishing a quorum; (B) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Investor and their respective Affiliates and Associates on the Company’s proxy card or voting instruction form in favor of each of the nominees for election as directors nominated by the Board and recommended by the Board (and not in favor of any other nominees to serve on the Board); , and, except in connection with any Opposition Matter (as defined below) or Other Voting Recommendation (as defined below), each of the proposals listed on the Company’s proxy card or voting instruction form as identified in the Company’s definitive proxy statement or supplement thereto in accordance with the Board’s recommendations, including in favor of all matters recommended by the Board for stockholder approval and against all matters which that the Board recommends against stockholder approval; provided, however, in the event that Institutional Shareholder Services Inc. (“ISS”) issues a recommendation with respect to any matter (other than with respect to the election of nominees as directors to the Board or the removal of directors from the Board) that is different from the recommendation of the Board, each of the Investors shall have the right to vote their shares of Common Stock on the Company’s proxy card or voting instruction form in accordance with the ISS recommendation (the “Other Voting Recommendation”); and (C) not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Company or the Board. No later than five (5) business days prior to each annual or special meeting of stockholders held prior to the expiration of the Standstill Period, each Investor shall, and shall cause each of its Associates and Affiliates to, vote any shares of Common Stock beneficially owned by such Investors in accordance with this Section 2. No Investor nor any of its Affiliates or Associates nor any person under its direction or control shall take any position, make any statement or take any action inconsistent with this Section 2(a)(i). For purposes of this Agreement, “Opposition Matter” shall mean any of the following transactions but only to the extent submitted by the Board to the Company’s stockholders for approval: (A) the sale or transfer of all or substantially all of the Company’s assets in one or a series of transactions; (B) the sale or transfer of a majority of the outstanding shares of the Company’s Common Stock (through a merger, stock purchase, or otherwise); (C) any merger, consolidation, acquisition of control or other business combination that results in a Change of Control (as defined below) of the Company; (D) any tender or exchange offer; (E) any dissolution, liquidation, or reorganization; (F) any changes in the Company’s capital structure (but excluding any proposal regarding the adoption or amendment of equity plans, all of which shall not be deemed an Opposition Matter for purposes of this Agreement); or (G) any other transactions that would result in a Change of Control of the Company.accordance