Common use of Approval of Merger Clause in Contracts

Approval of Merger. (a) If the adoption of this Agreement by the Company Common Stockholders is required by Law: (i) The Company shall duly call, give notice of and hold a meeting of its stockholders for the purpose of considering and voting upon the adoption of this Agreement (the “Company Stockholders Meeting”) as promptly as practicable following the date on which the Proxy Statement is mailed to the Company Common Stockholders; provided, that without the prior written consent of Parent, (i) the Company shall use its reasonable best efforts to cause the Company Stockholders Meeting to be held not later than thirty (30) calendar days after the SEC Clearance Date, and (ii) the Company may not adjourn or postpone the Company Stockholders Meeting; (ii) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Record Date”), which record date shall not be prior to the Acceptance Date. Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law. (iii) Subject to Section 5.6 and Article VII, at the Company Stockholders Meeting, the Company shall, through the Company Board of Directors, make the Company Recommendation unless there has been a Company Adverse Recommendation Change (which cannot occur after the Acceptance Date). Prior to any Company Adverse Recommendation Change, the Company shall take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. (iv) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent to be voted in favor of the adoption of this Agreement. (b) If, following the Acceptance Date and, if exercised, the closing of the Additional Share Option, Parent, Merger Sub, and any other subsidiary of Parent shall own, in the aggregate, at least 90% of the outstanding shares of Company Common Stock, Merger Sub shall, and Parent shall cause Merger Sub to, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer or exercise of the Additional Share Option, as applicable, without a Company Stockholders Meeting in accordance with Section 253 of the DGCL, including, for the avoidance of doubt, (i) causing the transfer to Merger Sub of any Company Common Stock owned by Parent and any other subsidiary of Parent and (ii) executing, acknowledging and filing with the Delaware Secretary a Certificate of Ownership and Merger.

Approval of Merger. (a) If The Company shall prepare and shall cause to be filed with the adoption SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) no later than the second (2nd) Business Day after the No-Shop Period Start Date. The Company will cause the Proxy Statement, at the time of this Agreement the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company Common Stockholders with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposed. (b) Parent shall provide to the Company all information concerning Parent and Merger Sub as may be reasonably requested by the Company in connection with the preparation of the Proxy Statement. Parent will cause the information relating to Parent or Merger Sub supplied by it in writing expressly for inclusion in the Proxy Statement, at the time the Proxy Statement is first mailed to stockholders of the Company or of any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Merger Sub will furnish to the Company the information relating to it required by Law:the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement promptly following request therefor from the Company. (c) The Company shall cause the definitive Proxy Statement to be filed with the SEC and mailed to the Company’s stockholders as promptly as practicable, and in no event more than five (5) business days, after the later of (i) the expiration of the ten (10)-day waiting period provided in Rule 14a-6(a) promulgated under the Exchange Act or (ii) the date on which the Company learns the SEC staff has no further comments on the Proxy Statement (the “Proxy Statement Clearance Date”). The Company will take, in accordance with applicable Law and the Company Organizational Documents, all reasonable action necessary to establish a record date for and give notice of a meeting of its stockholders, for the purpose of obtaining the Company Stockholder Approval (the “Stockholders’ Meeting”). The Company shall duly call, give notice of convene and hold a meeting of its stockholders for the purpose of considering and voting upon the adoption of this Agreement (the “Company Stockholders Meeting”) Stockholders’ Meeting as promptly as reasonably practicable after the Proxy Statement Clearance Date; provided, however, that in no event shall such meeting be held later than forty-five (45) calendar days following the date on which the Proxy Statement is mailed to the Company Common Stockholders; provided, that Company’s stockholders without the Parent’s prior written consent of Parentconsent. Except to the extent an Adverse Recommendation Change has been made in accordance with Section 6.02(f) and not thereafter withdrawn by the Company Board, (iA) the Proxy Statement shall include the Board Recommendation, and (B) the Company shall use its commercially reasonable best efforts to cause the Company Stockholders Meeting to be held not later than thirty (30) calendar days after the SEC Clearance Date, and (ii) the Company may not adjourn or postpone the Company Stockholders Meeting; (ii) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Record Date”), which record date shall not be prior to the Acceptance Date. Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law. (iii) Subject to Section 5.6 and Article VII, at the Company Stockholders Meeting, the Company shall, through the Company Board of Directors, make the Company Recommendation unless there has been a Company Adverse Recommendation Change (which cannot occur after the Acceptance Date). Prior to any Company Adverse Recommendation Change, the Company shall take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. (iv) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent to be voted in favor of the adoption of this AgreementAgreement and, in any event, shall ensure that all proxies solicited by or on behalf of the Company in connection with the Stockholders’ Meeting are solicited in compliance, in all material respects, with all applicable Laws and all rules of NASDAQ. The Company agrees that, unless this Agreement shall have been terminated in accordance with Article 8, its obligations pursuant to this Section 6.03 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (except as expressly set forth in the preceding sentence) by the making of any Adverse Recommendation Change. (bd) IfThe Company may, following and at Parent’s request shall, adjourn the Acceptance Date andStockholders’ Meeting in one or more successive adjournments to a date that is no later than thirty (30) days after the date on which the Stockholders’ Meeting was originally scheduled (excluding any adjournments or postponements required by applicable Law) (i) if a quorum has not been established, (ii) to allow reasonable additional time to solicit additional proxies if exercisednecessary in order to obtain the Company Stockholder Approval or (iii) after consultation with Parent, to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders’ Meeting. The Company shall keep Parent reasonably informed with respect to the number of proxies received and its preliminary vote tabulation prior to and at the Stockholders’ Meeting. (e) If at any time prior to the Effective Time any event or circumstance relating to the Company or any of its Subsidiaries or its or their respective officers or directors should be discovered by the Company which, pursuant to applicable Law, should be set forth in an amendment or a supplement to the Proxy Statement, the closing Company shall promptly inform Parent. Each of the Additional Share Option, Parent, Merger Sub, Sub and the Company agree to correct any other subsidiary of Parent shall own, information provided by it for use in the aggregate, at least 90% Proxy Statement which shall have become false or misleading. Each of the outstanding shares of Company Common Stock, Merger Sub shall, and Parent shall cause Merger Sub to, take all necessary and appropriate action to cause documents that such party is responsible for filing with the SEC in connection with the Merger to become effective comply as soon as practicable after to form in all material respects with the expiration applicable requirements of the Offer or exercise of Securities Act and the Additional Share OptionExchange Act and, as applicable, without not to contain any untrue statement of a Company Stockholders Meeting material fact or omit to state any material fact required to be stated therein or necessary in accordance with Section 253 order to make the statements therein, in light of the DGCLcircumstances under which they were made, including, for the avoidance of doubt, (i) causing the transfer to Merger Sub of any Company Common Stock owned by Parent and any other subsidiary of Parent and (ii) executing, acknowledging and filing with the Delaware Secretary a Certificate of Ownership and Mergernot misleading.

Approval of Merger. (a) If As promptly as reasonably practicable following the adoption clearance of this Agreement the Proxy Statement by the SEC, the Company Common Stockholders is required by Law: (i) The Company shall shall, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of of, convene and hold a special meeting of its the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) for the purpose of considering and voting taking action upon the adoption of this Agreement matters requiring Stockholder Approval (with the “Company Stockholders Meeting”) as promptly as practicable following the record date on which the Proxy Statement is mailed and meeting date set in consultation with Parent). Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company Common Stockholders; provided, that without from postponing or adjourning the prior written consent of Parent, Stockholder Meeting if (i) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Stockholder Meeting to constitute a quorum at the Stockholder Meeting or (ii) the Company is required to postpone or adjourn the Stockholder Meeting by Applicable Law, Order or a request from the SEC or its staff. Unless the Company Board (acting upon the recommendation of the Special Committee) has withdrawn the Company Recommendation in compliance with Section 6.03, the Company shall use its reasonable best efforts to cause the Company Stockholders Meeting definitive Proxy Statement to be held mailed to the Company’s stockholders and to solicit from stockholders of the Company proxies in favor of the adoption and approval of this Agreement at the Stockholder Meeting and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. In furtherance and not later than thirty in limitation of this Section 6.04(a), the Company agrees that the definitive Proxy Statement may be mailed to the Company’s stockholders, setting forth the record date and meeting date for the Stockholder Meeting, prior to the Non-Solicitation Start Date, unless the timing of such mailing would, on the advice of outside legal counsel or the SEC, reasonably be expected to violate Applicable Law, the Company Board’s fiduciary duties, or SEC guidance. (30b) calendar days As promptly as reasonably practicable after the execution of this Agreement (and in any event within fifteen (15) Business Days of the date of this Agreement), (i) the Company shall prepare a proxy/information statement in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement and the Schedule 13E-3”) seeking stockholder approval of the matters requiring Stockholder Approval and file it with the SEC Clearance Date, and (ii) the Company may not adjourn or postpone and Parent shall jointly prepare and file with the SEC a Rule 13E‑3 transaction statement on Schedule 13E‑3 (the “Schedule 13E‑3”). Subject to Section 6.03 and Article 8, the Company Stockholders Meeting; Board shall cause the Board Recommendation to be included in the Proxy Statement. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement and the Schedule 13E-3, and to resolve any such comments, and shall, subject to Section 6.04(a), cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company and Parent shall use commercially reasonable efforts to jointly respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Schedule 13E‑3, and to resolve any such comments; provided that, notwithstanding anything to the contrary, the identity of any Schedule 13E-3 “filing persons” on filings with the SEC shall be made by Parent (in its reasonable determination taking into consideration input from counsel to the Company or the Special Committee) and the parties understand and agree that Parent will have a reasonable opportunity to reasonably object to any determination of the SEC or its staff in respect thereof, including to (i) file responses to SEC comments without conceding to any such determination and (ii) The appeal to an supervisory SEC personnel. Each of the parties shall notify the other promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and the Schedule 13E-3 and shall supply the other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement or the Schedule 13E-3. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement and the Schedule 13E-3, including as promptly as practicable furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement and the Schedule 13E-3 under Applicable Law. Parent shall establish a record ensure that such information supplied by it in writing for inclusion in the Proxy Statement and the Schedule 13E-3 will not, on the date for purposes it is first mailed to stockholders of determining stockholders entitled to notice of the Company and vote at the Company Stockholders time of the Stockholder Meeting or filed with the SEC (the “Record Date”as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which record date shall they are made, not be false or misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Acceptance Date. Once Proxy Statement or any other required filings (any amendment or supplement thereto), or responding to any comments of the Company has established the Record DateSEC with respect thereto, the Company shall consult provide Parent and its counsel with Parent prior a reasonable opportunity to changing review and comment on such document or response and shall consider Parent’s comments in good faith. The Company shall ensure that the Record Date or establishing a different record Proxy Statement and the Schedule 13E-3 (i) will not, on the date for it is first mailed to stockholders of the Company Stockholders and at the time of the Stockholder Meeting, unless contain any untrue statement of a material fact or omit to state any material fact required to do so by be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading and (ii) will comply as to form in all material respect with the applicable Law. (iii) Subject to Section 5.6 and Article VII, at requirements of the Company Stockholders MeetingExchange Act. Notwithstanding the foregoing, the Company shallassumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement and the Schedule 13E-3. If, through at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub, or any of their respective Subsidiaries, officers or directors, should be discovered by Parent or the Company Board that should be set forth in an amendment to the Proxy Statement and the Schedule 13E-3 so that such document would not include any misstatement of Directors, a material fact or omit to state any material fact necessary to make the Company Recommendation unless there has been a Company Adverse Recommendation Change (statements therein, in light of the circumstances in which canthey were made, not occur after misleading, then the Acceptance Date). Prior party hereto that discovers such information shall promptly notify the other party hereto and, to any Company Adverse Recommendation Changethe extent required by Applicable Law, the Company shall take all reasonable lawful action to solicit file as promptly as practicable with the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, SEC and in accordance with Article VII, this Agreement shall be submitted disseminate to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. (iv) Parent shall cause all shares holders of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub an appropriate amendment or any other subsidiary of Parent to be voted in favor of the adoption of this Agreementsupplement containing such information. (b) If, following the Acceptance Date and, if exercised, the closing of the Additional Share Option, Parent, Merger Sub, and any other subsidiary of Parent shall own, in the aggregate, at least 90% of the outstanding shares of Company Common Stock, Merger Sub shall, and Parent shall cause Merger Sub to, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer or exercise of the Additional Share Option, as applicable, without a Company Stockholders Meeting in accordance with Section 253 of the DGCL, including, for the avoidance of doubt, (i) causing the transfer to Merger Sub of any Company Common Stock owned by Parent and any other subsidiary of Parent and (ii) executing, acknowledging and filing with the Delaware Secretary a Certificate of Ownership and Merger.

Approval of Merger. (a) If As promptly as reasonably practicable following the adoption clearance of this Agreement the Proxy Statement by the SEC, the Company Common Stockholders is required by Law: (i) The Company shall shall, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of of, convene and hold a special meeting of its the Company’s stockholders (including any adjournments and postponements thereof, the “Stockholder Meeting”) for the purpose of considering and voting taking action upon the adoption of this Agreement matters requiring Stockholder Approval (with the “Company Stockholders Meeting”) as promptly as practicable following the record date on which the Proxy Statement is mailed to and meeting date set in consultation with Parent). Once established, the Company Common Stockholders; provided, that shall not change the record date for the Stockholder Meeting without the prior written consent of ParentParent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholder Meeting if (i) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Stockholder Meeting to constitute a quorum at the Stockholder Meeting or (ii) the Company is required to postpone or adjourn the Stockholder Meeting by Applicable Law, Order or a request from the SEC or its staff. Unless the Company Board (acting upon the recommendation of the Special Committee) has withdrawn the Company Recommendation in compliance with Section 6.03, the Company shall use its reasonable best efforts to cause the Company Stockholders Meeting definitive Proxy Statement to be held not later than thirty (30) calendar days after the SEC Clearance Date, and (ii) the Company may not adjourn or postpone the Company Stockholders Meeting; (ii) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Record Date”), which record date shall not be prior mailed to the Acceptance Date. Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law. (iii) Subject to Section 5.6 Company’s stockholders and Article VII, at the Company Stockholders Meeting, the Company shall, through the Company Board of Directors, make the Company Recommendation unless there has been a Company Adverse Recommendation Change (which cannot occur after the Acceptance Date). Prior to any Company Adverse Recommendation Change, the Company shall take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the from stockholders of the Company at the Company Stockholders Meeting. (iv) Parent shall cause all shares of Company Common Stock purchased pursuant to the Offer and all other shares of Company Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent to be voted proxies in favor of the adoption and approval of this Agreement at the Stockholder Meeting and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. In furtherance and not in limitation of this Section 6.04(a), the Company agrees that the definitive Proxy Statement may be mailed to the Company’s stockholders, setting forth the record date and meeting date for the Stockholder Meeting, prior to the Non- Solicitation Start Date, unless the timing of such mailing would, on the advice of outside legal counsel or the SEC, reasonably be expected to violate Applicable Law, the Company Board’s fiduciary duties, or SEC guidance. As promptly as reasonably practicable after the execution of this Agreement (and in any event within fifteen (15) Business Days of the date of this Agreement. (b) If, following the Acceptance Date and, if exercised), the closing of Company shall prepare a proxy/information statement in preliminary form for the Additional Share Option, Parent, Merger Sub, Stockholder Meeting (together with any amendments thereof or supplements thereto and any other subsidiary required proxy materials, the “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval and file it with the SEC. Subject to Section 6.03 and Article 8, the Company Board shall cause the Board 58 Recommendation to be included in the Proxy Statement. The Company shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement, and to resolve any such comments, and shall, subject to Section 6.04(a), cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall ownreasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including as promptly as practicable furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under Applicable Law. Parent shall ensure that such information supplied by it in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting or filed with the SEC (as applicable), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the aggregate, at least 90% light of the outstanding shares of Company Common Stockcircumstances under which they are made, Merger Sub shallnot false or misleading. Notwithstanding anything to the contrary stated above, and Parent shall cause Merger Sub toprior to filing or mailing the Proxy Statement or any other required filings (any amendment or supplement thereto), take all necessary and appropriate action or responding to cause the Merger to become effective as soon as practicable after the expiration any comments of the Offer SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such document or exercise response and shall consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement will not, on the date it is first mailed to stockholders of the Additional Share Option, as applicable, without a Company Stockholders Meeting in accordance with Section 253 and at the time of the DGCLStockholder Meeting, includingcontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, for in light of the avoidance of doubtcircumstances under which they are made, (i) causing the transfer to Merger Sub of any Company Common Stock owned by Parent and any other subsidiary of Parent not false or misleading and (ii) executing, acknowledging and filing will comply as to form in all material respects with the Delaware Secretary applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Proxy Statement. If, at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub, or any of their respective Subsidiaries, officers or directors, should be discovered by Parent or the Company that should be set forth in an amendment to the Proxy Statement so that such document would not include any misstatement of a Certificate material fact or omit to state any material fact necessary to make the statements therein, in light of Ownership the circumstances in which they were made, not misleading, then the party hereto that discovers such information shall promptly notify the other party hereto and, to the extent required by Applicable Law, the Company shall file as promptly as practicable with the SEC and Mergerdisseminate to the holders of Company Common Stock an appropriate amendment or supplement containing such information.

Approval of Merger. The Company shall ensure that the Company approves or adopts, as applicable, as promptly as practicable after the date hereof, by all necessary further action of the Company Board, this Agreement and the other Transactional Agreements to which the Company is a party. The Company shall use its best efforts to obtain all necessary consents and votes of its Shareholders in connection with the approval of this Agreement and the other Transactional Agreements. In furtherance, and not in limitation, of the foregoing: (a) If Promptly after the adoption signing of this Agreement, the Company, in consultation with Parent, will prepare an Information Statement (the "INFORMATION STATEMENT") and use its best efforts to cause the Information Statement and any other disclosure documents deemed appropriate by Parent to be delivered to the Shareholders in connection with obtaining their approval of this Agreement by and the other Transactional Agreements to which the Company Common Stockholders is a party. The Company shall provide Parent with drafts of the Information Statement promptly upon distribution to the Company and its representatives, and shall give Parent the opportunity to comment thereon. The Company shall not distribute the Information Statement to the Shareholders without the approval of Parent; PROVIDED, that Parent shall in no way be responsible for any of the content of the Information Statement other than Parent SEC filings accompanying the Information Statement (the "PARENT SEC MATERIALS"). (b) Except as to the Parent SEC Materials, the Company shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state any material fact required by Lawto be stated therein or necessary to make the statements therein not misleading. Whenever the Company obtains any knowledge of any event which should be set forth in an amendment or a supplement to the Information Statement or Parent disclosure documents, the Company will promptly inform Parent and will cooperate in mailing to the Shareholders such amendment or supplement. (c) The Company, acting through the Company Board, shall, in accordance with all applicable Legal Requirements and the Company Articles and Bylaws: (i) The Company shall cause the Information Statement to be mailed to the Shareholders promptly upon completion thereof and (A) duly call, give notice of of, convene and hold as soon as practicable a meeting of its stockholders the Shareholders or (B) solicit an action by written consent in lieu thereof for the purpose of considering voting to approve and voting upon adopt the adoption of Merger, this Agreement (and the “Company Stockholders Meeting”) as promptly as practicable following the date on which the Proxy Statement is mailed other Transactional Agreements, to the Company Common Stockholders; providedextent required in accordance with Legal Requirements, that without the prior written consent of Parent, (i) the Company shall and use its reasonable best efforts to cause the Company Stockholders Meeting to be held not later than thirty (30) calendar days after the SEC Clearance Date, and (ii) the Company may not adjourn or postpone the Company Stockholders Meeting;obtain such Shareholders' approval; and (ii) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Record Date”), which record date shall not be prior subject to the Acceptance Date. Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law. (iii) Subject to Section 5.6 and Article VII, at the Company Stockholders Meeting, the Company shall, through the Company Board of Directors, make the Company Recommendation unless there has been a Company Adverse Recommendation Change (which cannot occur after the Acceptance Date). Prior to any Company Adverse Recommendation Change, the Company shall take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date fiduciary duties of the Company Stockholders MeetingBoard, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the recommend approval and adoption of this Agreement and the transactions contemplated hereby other Transactional Agreements to which the Company is a party by the Shareholders, and include in the Information Statement such recommendation, and take all lawful action to solicit such approval. (including the Mergerd) The timing and procedures of such meeting (or consent solicitation) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting. (iv) Parent shall cause all shares of Company Common Stock purchased pursuant subject to the Offer and all other shares reasonable approval of Company Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent to be voted in favor of the adoption of this Agreement. (b) If, following the Acceptance Date and, if exercised, the closing of the Additional Share Option, Parent, Merger Sub, and any other subsidiary of Parent shall own, in the aggregate, at least 90% of the outstanding shares of Company Common Stock, Merger Sub shall, and Parent shall cause Merger Sub to, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer or exercise of the Additional Share Option, as applicable, without a Company Stockholders Meeting in accordance with Section 253 of the DGCL, including, for the avoidance of doubt, (i) causing the transfer to Merger Sub of any Company Common Stock owned by Parent and any other subsidiary of Parent and (ii) executing, acknowledging and filing with the Delaware Secretary a Certificate of Ownership and Merger.