Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. Unless and until this Agreement has been terminated as permitted by SECTION 9.01, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly as practicable for the purpose of voting upon the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable 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. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Board of Directors of A or, in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below).

Stockholders Meetings. Unless (a) Nova I, acting through the Nova I Board Special Committee and until this Agreement has been terminated as permitted by SECTION 9.01the Nova I Board, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting shall, as promptly as practicable for the purpose of voting upon the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable efforts to hold the Stockholders' Meetings on the same day and as soon as practicable after the date on which of this Agreement, take all action required by the Registration Statement becomes effective. Each of A MGCL and B shallits Organizational Documents necessary to duly call, through its Board of Directorsgive notice of, solicit from its stockholders votes or proxies in favor convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the approval common stockholders of Nova I for the purpose of approving the Nova I Merger, the Nova I Charter Amendments and adoption the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented) (including any postponement, adjournment or recess thereof, the “Nova I Stockholders Meeting”); provided that Nova I (1) may postpone, recess or adjourn such meeting solely (A) to the extent required by applicable Law, (B) with the prior written consent of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modifyOther Parties, or propose (C) to 51 withdraw or modify, in a manner adverse allow reasonable additional time to solicit additional proxies to the other parties, such recommendation (or announce publicly its intention extent Nova I reasonably believes necessary in order to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to obtain the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04Nova I Requisite Vote, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (ivD) in the good faith judgment absence of a quorum or (E) if Nova I has delivered any notice contemplated by Section 6.01(d) and the time periods contemplated by Section 6.01(d) have not expired and (2) shall postpone, recess or adjourn such meeting if, as of the Board scheduled date of Directors of A orsuch meeting, Nova I has not solicited sufficient proxies in order to obtain the Nova I Requisite Vote; provided further that, in each case, Nova I shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the case of B, both date for which the Board of Directors of B and Nova I Stockholders Meeting was originally scheduled (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, excluding any adjournments or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under postponements required by applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b)) or (y) more than 120 days from the record date for the Nova I Stockholders Meeting, each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not whichever occurs first (the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below“Nova I Outside Meeting Date”).

Stockholders Meetings. Unless and until this Agreement has been terminated as permitted by SECTION 9.01, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly as practicable for the purpose of voting upon the approval Each of the A Merger Company and the B Merger, respectively, this Agreement, the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable 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. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies Purchaser will take all action necessary in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated accordance with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Board of Directors of A or, in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (Law and, in the case of B, if appropriatethe Company, the Special Committee)Company's Charter and the Company's By-laws and, as in the case may beof Purchaser, determines at any time subsequent the Purchaser's Charter and the Purchaser's By-laws, to convene a meeting of its stockholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions 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 and Purchaser shall use their reasonable best efforts to obtain such approval, 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 duties to its stockholders under applicable Law. The Company and Purchaser shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such 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, dated as of a date hereof that this Agreement is no longer advisable within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Company included or incorporated in the Form S-4, in form and recommends that the stockholders of A or B, as the case may be, reject itsubstance reasonably satisfactory to Purchaser, and notwithstanding any Takeover Proposal (as defined below).customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4, and

Stockholders Meetings. Unless (a) Each of Hexcel and until this Agreement has been terminated as permitted by SECTION 9.01, A Xxxxxxxx shall call a meeting of its stockholders (the “Hexcel Meeting” and hold the A Stockholders' Meeting and B shall call and hold “Xxxxxxxx Meeting,” respectively) to be held as soon as reasonably practicable after the B Stockholders' Meeting as promptly as practicable S-4 is declared effective, for the purpose of voting obtaining (a) the Requisite Xxxxxxxx Vote, the Charter Amendment Vote and the Requisite Hexcel Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements and a merger agreement or the transactions contemplated hereby and thereby, and A each of Hexcel and B Xxxxxxxx shall use their respective its reasonable best efforts to hold the Stockholders' Meetings cause such meetings to occur on the same day date. Subject to Section 6.3(b), each of Hexcel and Xxxxxxxx and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Hexcel and Xxxxxxxx, as soon applicable, the Requisite Hexcel Vote, the Requisite Xxxxxxxx Vote and the Charter Amendment Vote, as practicable after applicable, including by communicating to the date on which respective stockholders of Hexcel and Xxxxxxxx the Registration Statement becomes effective. Each Hexcel Board Recommendation and the Xxxxxxxx Board Recommendation, respectively (and including the respective recommendation in the Joint Proxy Statement), and each of A Hexcel and B shall, through its Board Xxxxxxxx and their respective Boards of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and Directors shall not withdraw (i) withhold, withdraw, modify or modify, or propose to 51 withdraw or modify, qualify in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to party the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Hexcel Board of Directors of A orRecommendation, in the case of BHexcel, both or the Xxxxxxxx Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A orRecommendation, in the case of BXxxxxxxx, both independent legal counsel of B and (if appropriateii) separate independent legal counsel of fail to make the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Hexcel Board of Directors of A orRecommendation, in the case of BHexcel, both such or the Xxxxxxxx Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (andRecommendation, in the case of Xxxxxxxx, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Hexcel Board Recommendation, if appropriatein the case of Hexcel, or the Special CommitteeXxxxxxxx Board Recommendation, in the case of Xxxxxxxx, in each case within ten (10) business days (or such fewer number of days as remains prior that date that is two (2) business days prior to the Hexcel Meeting or the Xxxxxxxx Meeting, as applicable) after an Acquisition Proposal is made public (upon a request by the other party to do so), as or (v) publicly propose to do any of the case may be, determines at foregoing (any time subsequent to of the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined belowforegoing a “Recommendation Change”).

Stockholders Meetings. Unless (a) Olsten shall take all action necessary in accordance with applicable law and until this Agreement has been terminated as permitted by SECTION 9.01, A shall its Certificate of Incorporation and By-Laws to call and hold convene a special meeting of its stockholders (the A Stockholders' "Olsten Special Meeting" and, together with the Adecco Special Meeting and B shall call and hold (as defined below), the B Stockholders' Meeting "Special Meetings") as promptly soon as practicable for the purpose of voting to consider, vote upon and obtain the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements Merger and the other transactions contemplated hereby by a majority of the voting power represented by the outstanding shares of Olsten Stock and therebyOlsten Class B Stock entitled to vote thereon, and A and B shall use their respective reasonable efforts to hold the Stockholders' Meetings on the same day and voting together as soon as practicable after the date on which the Registration Statement becomes effectivea single class. Each of A and B Olsten shall, through its Board of Directors, solicit from (i) recommend to its stockholders votes or proxies approval of this Agreement, the Merger and the other transactions contemplated hereby, which recommendation shall be contained in favor a proxy statement of Olsten (the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption "Olsten Proxy Statement") and shall not withdraw withdraw, modify or modifychange in any manner or take action inconsistent with its recommendation of this Agreement, the Merger or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention transactions contemplated hereby and shall not resolve to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to any of the foregoing and publicly disclose such resolution; provided, however, that, subject to compliance with the provisions of this sentence if (i) A or BSection 5.02 hereof, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Board of Directors of A orOlsten 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 case of B, both 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 B and Section 5.02 hereof, (if appropriatey) the Special Committee, as the case may be, taking into consideration receiving the advice of independent outside legal counsel that failure to take such action would be a breach of A or, in the case of B, both independent legal counsel of B its fiduciary duties to its stockholders under applicable law and (if appropriatez) separate independent legal counsel receiving the advice of a financial advisor of nationally recognized reputation that the Special Committeeparty 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, as the case may be, that the making of, of such recommendation or the failure to withdraw so withdraw, modify or modify, change in any manner or take any action inconsistent with such recommendation or to resolve to do any of the foregoing and publicly disclose such resolution would violate the be a breach of its fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless law and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement (ii) cause to be solicited from its stockholders for proxies regarding approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriatethis Agreement, the Special Committee), as Merger and the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below)other transactions contemplated hereby.

Stockholders Meetings. Unless (a) Bevexxx xxxl take all action necessary in accordance with applicable law and until this Agreement has been terminated its Restated Certificate of Incorporation and By-laws to convene a special meeting of its stockholders (the "Bevexxx Xxxcial Meeting") as permitted by SECTION 9.01, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly soon as practicable for the purpose of voting to consider and vote upon the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements Distribution Agreement and the other transactions contemplated hereby by this Agreement and therebythe Distribution Agreement. Bevexxx, and A and B shall use their respective reasonable 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. Each of A and B shall, through xxrough its Board of Directors, shall recommend to its stockholders approval of this Agreement, the Distribution Agreement and the other transactions contemplated by this Agreement and the Distribution Agreement (which recommendation shall be contained in the Prospectus/Joint Proxy Statement (the "Prospectus/Joint Proxy Statement") to be contained as part of the Registration Statement (as hereinafter defined)) and shall use all commercially reasonable efforts to solicit from its stockholders votes or proxies in favor of the approval and adoption of this Agreement, the Mergers as provided for in Distribution Agreement and the other transactions contemplated by this Agreement and recommend such approval and adoption the Distribution Agreement. Beverly's Board of Directors shall not withdraw, change, modify in any manner or take action inconsistent with its recommendation of the Distribution, the Distribution Agreement, the Merger, this Agreement or the other transactions contemplated hereby or thereby and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention resolve to do so)any of the foregoing and publicly disclose such resolution; PROVIDEDprovided, HOWEVERhowever, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Beverly's Board of Directors of A ormay withdraw, change, modify in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel any manner or take action inconsistent with such recommendation or resolve to do any of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors foregoing and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below).publicly

Stockholders Meetings. Unless and until this Agreement has been terminated as permitted by SECTION Section 9.01, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly as practicable for the purpose of voting upon the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable 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. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDEDprovided, HOWEVERhowever, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION Section 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION Section 7.04(b), if applicable, and (iv) in the good faith judgment of the Board of Directors of A or, in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION Section 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below).

Stockholders Meetings. Unless and until this Agreement has been terminated as permitted by SECTION 9.01, A (a) The Company shall duly call and hold a meeting of its stockholders (the A "Company Stockholders' Meeting") as promptly as reasonably practicable in accordance with applicable Law, its Certificate of Incorporation and By-laws following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, (provided that the Company shall not be required to hold the Company Stockholders' Meeting and B shall call and hold prior to the B date of the Parent Stockholders' Meeting as promptly as practicable Meeting), for the purpose of voting upon the adoption and approval of this Agreement. In connection with the A Merger Company Stockholders' Meeting and the B Mergertransactions contemplated hereby, respectivelythe Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Stockholders' Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of Parent, such consent not to be unreasonably withheld) to obtain the necessary approvals by its stockholders of this Agreement, the ancillary agreements Merger and the other transactions contemplated hereby and therebyhereby, and A and B shall use their respective reasonable 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. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice otherwise comply with all legal requirements applicable to the other parties Company Stockholders' Meeting. Except where to the effect that it is proposing to take such actiondo so would, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment determination of the Board of Directors of A orthe Company, result in the case a breach of Bits fiduciary duties to stockholders, both the Board of Directors of B the Company shall recommend approval of this Agreement and (if appropriate) the Special Committee, as Merger by the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel stockholders of the Special Committee, as Company (the case may be, the making of, "Company Recommendation") and shall not withdraw or the failure adversely modify (or propose to withdraw or adversely modify) such recommendation, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the Special CommitteeJoint Proxy /Prospectus shall contain such recommendation; provided, as that in no event shall the case may be, Company fail to the stockholders of A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement and the Merger to its stockholders for approval and adoption stockholders, regardless of whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at Company takes any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below)action permitted by Section 6.4 hereof.

Stockholders Meetings. Unless (a) Promptly after the S-4 is declared effective under the Securities Act, each of Parent and until the Company shall take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL"), CBCA and its respective organizational documents to call, hold and convene a meeting of its respective stockholders to consider, in the case of Parent, the 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 has been terminated as permitted by SECTION 9.01and approval of the Merger, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting to be held as promptly as practicable for after the purpose mailing of voting upon the Joint Proxy Statement to their respective stockholders. Each of Parent and 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 A Merger 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 B approval of the Merger, respectively, and shall take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the NYSE or the CBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.1(c), Parent or the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable 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. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or BCompany, as the case may be, has complied with SECTION 7.04may adjourn or 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 vote on the issuance of Parent Common Stock, the Merger and this Agreement, as applicable, or, if as of the time for which the stockholders' meeting is originally scheduled (iias set forth in the Joint Proxy Statement) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A there are insufficient shares of capital stock of Parent or Bthe Company, as the case may be, provides at least two full represented (either in person or by proxy) to constitute a quorum necessary to conduct the business daysof such stockholders' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (iv) in the good faith judgment of the Board of Directors of A ormeeting; provided that, in the case event either the Company's or Parent's stockholders' meeting is delayed to a date after the Initial Termination Date as a result of Bthe reasons set forth in this sentence, both then the Board of Directors of B and (if appropriate) Initial Termination Date shall be extended to a date no later than the Special Committee, fifth business day after the Initial Termination Date. Except as the case may be, taking into consideration the advice of independent legal counsel of A or, set forth in the case immediately preceding sentence, the Company shall not postpone or adjourn the Company's stockholders' meeting without the consent of BParent, both independent legal counsel of B and (if appropriate) separate independent legal counsel Parent shall not postpone or adjourn Parent's stockholders' meeting without the consent of the Special CommitteeCompany. Each of Parent and the Company shall ensure that its respective stockholders' meeting is called, as noticed, convened, held and conducted, and that all proxies solicited, by it in connection with the case may bestockholders' meeting are solicited in compliance with the DGCL, CBCA, its organizational documents, the making of, or rules of the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors NYSE and the Special Committee, as the case may be, to the stockholders of A or B, as the case may be, under all other applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable and recommends that the stockholders of A or B, as the case may be, reject it, and notwithstanding any Takeover Proposal (as defined below)laws.

Stockholders Meetings. Unless (a) Nova I, acting through the Nova I Board Special Committee and until this Agreement has been terminated as permitted by SECTION 9.01the Nova I Board, A shall call and hold the A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting shall, as promptly as practicable for the purpose of voting upon the approval of the A Merger and the B Merger, respectively, this Agreement, the ancillary agreements and the transactions contemplated hereby and thereby, and A and B shall use their respective reasonable efforts to hold the Stockholders' Meetings on the same day and as soon as practicable after the date on which of this Agreement, take all action required by the Registration Statement becomes effective. Each of A MGCL and B shallits Organizational Documents necessary to duly call, through its Board of Directorsgive notice of, solicit from its stockholders votes or proxies in favor convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the approval common stockholders of Nova I for the purpose of approving the Nova I Merger, the Nova I Charter Amendments and adoption the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented) (including any postponement, adjournment or recess thereof, the “Nova I Stockholders Meeting”); provided that Nova I (1) may postpone, recess or adjourn such meeting solely (A) to the extent required by applicable Law, (B) with the prior written consent of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modifyOther Parties, or propose (C) to 51 withdraw or modify, in a manner adverse allow reasonable additional time to solicit additional proxies to the other parties, such recommendation (or announce publicly its intention extent Nova I reasonably believes necessary in order to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to obtain the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04Nova I Requisite Vote, (ii) an unsolicited bona fide written Superior Proposal is then-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take such action, together with the information specified in SECTION 7.04(b), if applicable, and (ivD) in the good faith judgment absence of a quorum or (E) if Nova I has delivered any notice contemplated by Section 6.01(d) and the time periods contemplated by Section 6.01(d) have not expired and (2) shall postpone, recess or adjourn such meeting if, as of the Board scheduled date of Directors of A orsuch meeting, Nova I has not solicited sufficient proxies in order to obtain the Nova I Requisite Vote; provided further that, in each case, Nova I shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the case date for which the Nova I Stockholders Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) or (y) more than 120 days from the record date for the Nova I Stockholders Meeting, whichever occurs first (the “Nova I Outside Meeting Date”). Table of BContents (b) Nova II, both acting through the Nova II Board of Directors of B Special Committee and (if appropriate) the Special CommitteeNova II Board, shall, as promptly as practicable after the case may bedate of this Agreement, taking into consideration take all action required by the advice of independent legal counsel of A orMGCL and its Organizational Documents to duly call, in give notice of, convene and hold as promptly as practicable after the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel Form S-4 is declared effective under the Securities Act a meeting of the Special Committee, as common stockholders of Nova II for the case may bepurpose of approving the Nova II Merger, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors Nova II Charter Amendment and the Special Committee, as the case may beother Transactions, to the stockholders of A or B, as the case may be, under extent such other Transactions are applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in the case of B, if appropriate, the Special Committee), as the case may be, determines at any time subsequent to the date hereof that this Agreement is no longer advisable Nova II Parties and recommends that required under the MGCL to be voted on by the stockholders of A Nova II (as they may be combined or separately required to be proposed or presented) (including any postponement, adjournment or recess thereof, the “Nova II Stockholders Meeting”); provided that Nova II (1) may postpone, recess or adjourn such meeting solely (A) to the extent required by applicable Law, (B) with the prior written consent of the Other Parties, (C) to allow reasonable additional time to solicit additional proxies to the extent Nova II reasonably believes necessary in order to obtain the Nova II Requisite Vote, (D) in the absence of a quorum or (E) if Nova II has delivered any notice contemplated by Section 6.02(d) and the time periods contemplated by Section 6.02(d) have not expired and (2) shall postpone, recess or adjourn such meeting if, as of the case may bescheduled date of such meeting, reject itNova II has not solicited sufficient proxies in order to obtain the Nova II Requisite Vote; provided further that, and notwithstanding in each case, Nova II shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the date for which the Nova II Stockholders Meeting was originally scheduled (excluding any Takeover Proposal adjournments or postponements required by applicable Law) or (as defined belowy) more than 120 days from the record date for the Nova II Stockholders Meeting, whichever occurs first (the “Nova II Outside Meeting Date”).