Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.

Meeting of Stockholders. The CompanyParent, acting through its Board of Directors, shall, in accordance with on the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meetingone hand, and the Company ----------------------- on the other, shall consult each take all action necessary in accordance with Acquiror in connection therewithapplicable law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders (the "Stockholder Meetings") as promptly as practicable to consider and vote upon the approval of the Merger and the issuance of the Parent Shares, as the case may be. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that Subject to do so is a breach of the fiduciary duties of the each Party's Board of Directors of the Company under applicable Lawlaw in consultation with independent legal counsel (who may be the Party's regularly engaged independent legal counsel), the Board of Directors of Parent, on the Company one hand, and the Company, on the other, shall recommend and each shall declare that this Agreement is advisable and recommend that such approval (the Agreement and the transactions contemplated hereby be approved and adopted requisite approval by the stockholders of the Company as well as by stockholders of Parent is hereinafter referred to collectively as the "Requisite Stockholder Approval"); provided, however, that the Board of Directors of Parent and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the stockholders of Parent and the Company's stockholders, as the case may be, whether or not the Board of Directors of Parent or the Company Board of Directors of the Company, as the case may be, at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of Parent or the Company Company, as the case may be, reject it. Unless the Board of Directors of Parent or the Company Board of Directors of the Company, as the case may be, has withdrawn its recommendation of this Agreement in compliance herewith, each of Parent and the Company shall use reasonable efforts to solicit from its stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate respective Certificate of incorporation Incorporation and bylaws Bylaws to approve and adopt this Agreement and the MergerMerger and the issuance of Parent Shares, as the case may be.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDEDprovided, HOWEVERhowever, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.

Meeting of Stockholders. (a) The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, bylaws promptly and duly call, give notice of, convene and hold on the same date and at the same time as soon the Acquiror's Stockholders' Meeting (as practicable following defined herein), a special meeting of the date upon which Company's stockholders to consider approval and adoption of this Agreement and the Registration Statement becomes effective, Merger (the "Company Stockholders' Meeting"), and the Company shall consult with the Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters Except as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of may be otherwise required for the Board of Directors of the Company under applicable Lawto comply with its fiduciary duties to stockholders imposed by Law as set forth in Section 6.3 hereof, the Board of Directors of the Company shall declare that recommend approval and adoption of this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, . Except as the Board of Directors of the Company Company, after consultation with outside legal counsel, shall submit this Agreement determine in good faith to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent be required to the date hereof determines that this Agreement is no longer advisable or recommends that the comply with its fiduciary duty to stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement imposed by law as set forth in compliance herewithSection 6.3, the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.. (b) The Acquiror, acting through its Board of Directors, shall, in accordance with the MGCL and its articles of incorporation and bylaws promptly and duly call, give notice of, convene and hold, on the same date and at the same time as the Company's Stockholders' Meeting, a special meeting of the Acquiror's stockholders to consider approval of the issuance of the shares of Acquiror Common Stock contemplated by this Agreement (the "Acquiror's Stockholders' Meeting", and together, with the Company Stockholders' Meeting, the "Stockholders' Meetings") and the Acquiror shall consult with the Company in connection therewith. Except as the Board of Directors of the Acquiror, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by Law, the Board of Directors of the Acquiror shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Acquiror and include in the Registration Statement and Proxy Statement a copy of such recommendation. Except as the Board of Directors, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by Law, the Acquiror shall use all reasonable efforts to solicit from stockholders of the Acquiror proxies in favor of the issuance of such shares of Acquiror Common Stock and to secure the

Meeting of Stockholders. The CompanyPromptly after the date hereof, acting through its Board each of Directors, shall, Parent and the Company will take all action necessary or advisable in accordance with the DGCL Delaware Law and its certificate respective Certificate of incorporation Incorporation and bylawsBylaws to call, hold and convene the Company Stockholders' Meeting and the Parent Stockholders' Meeting to consider, in the case of Parent, the Charter Amendment (which shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus) and the Share Issuance (which shall be conditioned on the approval of the Charter Amendment but shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus), and in the case of the Company adoption of this Agreement and approval of Merger I, respectively (each, a "STOCKHOLDERS' MEETING"), to be held as promptly as practicable. Subject to Section 5.3(d), each of Parent and duly the Company will use its commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the Charter Amendment and the Share Issuance and, in the case of the Company, the adoption of this Agreement and approval of Merger I, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to facilitate the provision of any necessary supplement or amendment to the Joint Proxy Statement/Prospectus provided to its respective stockholders in advance of the vote to be taken at such meeting or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Common 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. Each of Parent and the Company shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or the Company, as the case may be, to call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective, the Company its Stockholders' Meeting, and the Company Meeting in accordance with this Section 5.2(a) shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that not be limited to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted or otherwise affected by the stockholders commencement, disclosure, announcement or submission to it of the Company and include any Acquisition Proposal (as defined in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDEDSection 5.3(g)) with respect to it, HOWEVERor by any withdrawal, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether amendment or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.modification of

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, Company shall take all action necessary in accordance with the DGCL Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws, promptly and duly Bylaws to call, give notice of, convene and hold a meeting of Company Stockholders at which such stockholders will consider and vote on a proposal to adopt this Agreement and approve the Merger (the “Company Stockholders Meeting”) as soon promptly as practicable following after the Execution Date, and in any event within twenty (20) business days, after the date upon which the Registration Proxy Statement becomes effective, is first mailed to the Company Stockholders' MeetingStockholders (it being understood and hereby agreed that, and in the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend event that the Agreement and SEC shall elect to provide comments on the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewithStatement, the Company shall not be required to mail the Proxy Statement to the Company Stockholders until the SEC has indicated to the Company, orally or in writing, that it has no further comments on the Proxy Statement). Company shall give Parent no less than ten (10) business days advance notice of the date which shall be set as the “record date” for the Company Stockholders eligible to vote on this Agreement and the Merger. Company shall also consult with Parent regarding the date of the Company Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the consent of Parent unless this Agreement is first terminated by Company pursuant to Article 7 hereof. Subject to Section 4.3, Company shall use commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger approval of the Merger, and shall take all other action required by the rules of Nasdaq, the laws of Delaware or other applicable law to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws Company Stockholders to approve and adopt this Agreement and effect the Merger.

Meeting of Stockholders. The CompanyPromptly after the date hereof, acting through its Board each of Directors, shall, Parent and the Company will take all action necessary or advisable in accordance with the DGCL Delaware Law and its certificate respective Certificate of incorporation Incorporation and bylawsBylaws to call, hold and convene the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting to consider, in the case of Parent, the Charter Amendment (which shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus) and the Share Issuance (which shall be conditioned on the approval of the Charter Amendment but shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus), and in the case of the Company adoption of this Agreement and approval of Merger I, respectively (each, a “Stockholders’ Meeting”), to be held as promptly as practicable. Subject to Section 5.3(d), each of Parent and duly the Company will use its commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the Charter Amendment and the Share Issuance and, in the case of the Company, the adoption of this Agreement and approval of Merger I, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to facilitate the provision of any necessary supplement or amendment to the Joint Proxy Statement/Prospectus provided to its respective stockholders in advance of the vote to be taken at such meeting or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Common 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. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or the Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as soon as practicable following defined in Section 5.3(g)) with respect to it, or by any withdrawal, amendment or modification of the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the recommendation of its Board of Directors determinesor any Committee thereof with respect to Merger I, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Lawthis Agreement, the Board of Directors of Share Issuance and/or the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerCharter Amendment.

Meeting of Stockholders. (a) The Company, acting through its Board of Directors, shall, shall take all actions in accordance with the DGCL applicable law and regulations, its certificate articles of incorporation and bylaws, bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as soon promptly as practicable following practicable, and in any event within 45 days after the date upon which declaration of effectiveness of the Registration Statement becomes effectiveor on such other date as the parties may mutually agree in writing, the Company Stockholders' Meeting, Stockholders Meeting for the purpose of considering and voting upon the Company shall consult with Acquiror in connection therewithVoting Proposal. Unless Subject to Section 5.4(b), to the fullest extent permitted by applicable law, (i) the Company’s Board of Directors determines, based on such matters as it deems relevant, including consultation with shall recommend approval and adoption of the Company Voting Proposal by the Company's outside legal counsel, that to do so is a breach of ’s stockholders and include such recommendation in the fiduciary duties of Proxy Statement/ Prospectus and (ii) neither the Company’s Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Parent, the recommendation of the Company’s Board of Directors that the Company’s stockholders vote in favor of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement Voting Proposal. Subject to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewithSection 5.4(b), the Company shall use take all action that is both reasonable efforts and lawful to solicit from its stockholders of the Company proxies in favor of the approval Company Voting Proposal and adoption of this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and its certificate rules of incorporation and bylaws The Nasdaq Stock Market or the OBCA to approve and adopt obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement and Agreement, the MergerCompany, 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 Proxy Statement/ Prospectus is provided to the Company’s stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/ Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Meeting of Stockholders. The CompanyFollowing execution of this Agreement, acting through its Board of Directors, shall, the Company will take all action necessary in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effectiveapplicable law, the Company Stockholders' Meeting, Charter and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that Bylaws to do so is convene a breach of the fiduciary duties of the Board of Directors meeting of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable Stockholders as promptly as practicable to consider and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of vote upon the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The meeting of the Company Stockholders shall be duly called with written notice thereof to be given and a summary of this Agreement and any other relevant disclosure information to be provided in accordance with applicable law for the purpose of voting upon the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to obtain the written consent, in lieu of the Company Stockholders' meeting, of the Company Stockholders to the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The Company Board shall recommend approval and adoption of this Agreement, the Merger and, if approval is so required by applicable law or the Company Charter or Company Bylaws, the other Transactions by the Company Stockholders. In connection with the Company Stockholders' meeting or, if permitted by applicable law or the Company Charter or Company Bylaws, the solicitation of written 42 consents in lieu thereof, the Company will use its best efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions and will otherwise comply with all legal requirements applicable to the Company Stockholders' meeting or the solicitation of written consents in lieu thereof. The Parent shall have the right to review and approve such disclosure information, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not call such meeting, or solicit such written consent in lieu thereof, prior to obtaining from all Company Stockholders who may receive Parent Company Stock in the Merger and delivering to secure Parent, a written Company Stockholder representation letter in the vote or consent form set forth as EXHIBIT B hereto, which representation letter sets forth such Company Stockholder's status as an "accredited investor" within the meaning of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerSecurities Law.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effectiveSubject to Section 5.3, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn will use its recommendation of this Agreement in compliance herewith, the Company shall use commercially reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the adoption and approval and adoption of this Agreement and the approval of the Merger and will take all other action necessary or advisable to obtain such approvals and to secure the vote or consent of its stockholders required by the DGCL rules of the Nasdaq Stock Market, Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws Bylaws. The Company (i) shall consult with Acquirer regarding the date of the Company Stockholders Meeting, and (ii) shall not postpone or adjourn the Company Stockholders Meeting without the prior written consent of Acquirer; provided, however, that the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Acquirer) supplement or amendment to the Proxy Statement is provided to the Company’s stockholders in advance of a vote on the Merger and this Agreement or, 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 of the Company Stockholders Meeting or to otherwise approve and adopt this Agreement and the Merger. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, Trust will take all action necessary in accordance with the DGCL applicable law and its certificate Declaration of incorporation Trust and bylaws, other organizational documents to convene a meeting of its shareholders as promptly and duly call, give notice of, convene and hold as soon as practicable following to consider and vote upon the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, approval of this Agreement and the Company shall consult with Acquiror in connection therewithtransactions contemplated hereby. Unless the The Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach Trustees of the fiduciary duties of the Board of Directors of the Company under applicable LawTrust, the Board of Directors of the Company subject to Section 7.1, shall declare that this Agreement is advisable and unanimously recommend that the its shareholders approve this Agreement and the transactions contemplated hereby be approved and adopted the adoption of an amendment to its Declaration of Trust authorizing merger, and the Trust shall use its reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the stockholders of the Company and include proxy statement/prospectus contained in the Registration Statement Form S-4 (as defined in Section 7.7 hereof) to its shareholders and Proxy Statement a copy of including such recommendationsrecommendation within such Form S-4; PROVIDEDprovided, HOWEVERhowever, that, that nothing contained in this Section 7.3 shall prohibit the Board of Directors Trustees of the Company shall submit this Agreement Trust from failing to the Company's stockholders, whether make or not withdrawing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Directors Trustees of the Company at any time subsequent Trust has determined in good faith, after consultation with and based upon the advice of counsel, that such action is necessary for such Board of Trustees to comply with its fiduciary duties to its stockholders under applicable law. It shall be a condition to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders mailing of the Company reject it. Unless Form S-4 that (i) Lexington shall have received a "comfort" letter from Ernst & Young, independent public accountants for the Board Trust, dated as of Directors a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Company has withdrawn its recommendation of this Agreement Trust included or incorporated in compliance herewiththe Form S-4, the Company shall use reasonable efforts in form and substance reasonably satisfactory to solicit from stockholders of the Company proxies Lexington, and customary in favor of the approval scope and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required substance for "comfort" letters delivered by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.independent public accountants in connection with registration