Common use of Company Special Meeting Clause in Contracts

Company Special Meeting. The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Special Meeting”) for the purpose of seeking the Company Stockholder Approvals and use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the approval of the Company Stockholder Proposals and to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided that, the Company shall be permitted to postpone or adjourn the Company Special Meeting, but only (a) if the Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: (i) to the extent permitted by applicable law, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this Agreement.

Company Special Meeting. The Company shall duly callshall, prior to or as promptly as practicable after the Registration Statement is declared effective under the Securities Act, establish a record date for, give notice of, convene of and hold duly call a meeting of its stockholders the Company Stockholders (the “Company Special Meeting” and, together with the Acquiror Special Meeting, the “Special Meetings”) ), which meeting shall be held not more than 30 days after the date on which the Registration Statement is declared effective, for the purpose of, among other things, soliciting proxies from holders of seeking the Company Stockholder Approvals and use its reasonable best efforts Common Stock to solicit from the stockholders of the Company proxies in favor of the approval of the Company Stockholder Proposals and to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided that, the Company shall be permitted to postpone or adjourn at the Company Special Meeting, but only as adjourned or postponed, in favor of: (a1) if the adoption of this Agreement and approval of the Transactions (including the Merger); (2) the issuance of shares of Acquiror Common Stock in connection with the Merger (including as may be required under NYSE and OTC); (3) the amendment and restatement of the Acquiror Charter and the amendment and restatement of the Acquiror Bylaws; (4) the approval of the adoption of the Incentive Equity Plan; (5) any other proposals as either the SEC, NYSE or OTC (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, or any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (6) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company is unable to obtain a quorum be necessary or appropriate in connection with the Transactions; and (7) the adjournment of its stockholders at such timethe Company Special Meeting, if necessary, to the extent necessary in order to obtain a quorum permit further solicitation of its stockholders, (b) if proxies because there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain approve and adopt any of the foregoing (collectively, the “Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: (i) to the extent permitted by applicable law, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheldMatters”), (ii) if applicable, the . Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this AgreementStatement.

Company Special Meeting. The As promptly as practicable following the time at which the Registration Statement/Proxy Statement is declared effective under the Securities Act, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, and the Governing Documents of the Company, and the rules of any applicable stock exchange, to duly call, give notice of, convene and promptly hold a an extraordinary general meeting of its stockholders the holders of Company Shares for the purpose of determining whether to grant the Requisite Company Stockholder Approval (the “Company Special Meeting”), which meeting shall be held not more than forty-five (45) for days after the purpose date of seeking the completion of the mailing of the Company Stockholder Approvals Proxy Statement to the Company Stockholders pursuant to the terms of this Agreement. The Company Board shall recommend adoption of this Agreement and use its approval of the Transactions, and, unless this Agreement has been duly terminated in accordance with the terms herein, neither the Company Board nor any committee thereof shall (a) change, withdraw, withhold, qualify or modify, or publicly propose or resolve to change, withdraw, withhold, qualify or modify, the recommendation of the Company Board that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Transactions, or (b) agree to take any of the foregoing actions. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall take all reasonable best efforts lawful action to solicit from the stockholders of the Company Stockholders proxies in favor of the approval of proposal to adopt this Agreement and approve the Company Stockholder Proposals Transactions and to shall take all other action reasonably necessary or advisable to secure the vote or consent approval of the stockholders Transactions. Notwithstanding anything to the contrary contained in this Agreement, the Company may (and, in the case of the Company required by following clauses (ii) and (iii), at the Company’s organizational documentsrequest of the SPAC, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule shall) adjourn or postpone the Company Special Meeting to be held within twenty-one for a period of no longer than fifteen (2115) Business Days of calendar days: (i) after consultation with the initial mailing of the Proxy Statement; provided that, the Company shall be permitted to postpone or adjourn the Company Special Meeting, but only (a) if the Company is unable to obtain a quorum of its stockholders at such timeSPAC, to the extent necessary to ensure that any supplement or amendment to the Registration Statement/Proxy Statement that the Company Board has determined in good faith is required by applicable Law be provided to the Company Stockholders; (ii) for one (1) or more periods, if as of the time for which the Company Special Meeting is originally scheduled, there are insufficient voting Equity Interests of the Company represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Special Meeting; or (iii) in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the solicit additional proxies from Company Stockholder Approvals, to allow reasonable time for solicitation of proxies Stockholders for purposes of obtaining the Requisite Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdictionApproval; provided, furtherthat, that: (i) to in the extent permitted by applicable lawevent of any such postponement or adjournment, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to shall be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond reconvened as promptly as reasonably practicable to resolve any SEC comments and (iii) following such time as the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to matters described in such clauses have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this Agreementresolved.

Company Special Meeting. The Company shall shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call, call and give notice of, convene and hold of a meeting of its stockholders the Company Shareholders (the “Company Special Meeting”) and the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Organizational Documents of the Company and applicable Law, for the purpose of seeking obtaining all requisite approvals and authorizations from the Company Stockholder Approvals Shareholders in connection with the Transactions (including the Company Shareholder Approval) and related and customary procedural and administrative matters, which meeting shall be held as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act. The Company shall, through approval of its board of directors, recommend to the Company Shareholders the adoption and approval of the Company Transaction Proposals by the Company Shareholders (the “Company Board Recommendation”). The Company shall use its reasonable best efforts to solicit obtain such approvals and recommendations from the stockholders Company Shareholders at the Company Special Meeting, including by soliciting approvals as promptly as practicable after the date hereof in accordance with applicable Law for the purpose of obtaining such approvals and authorizations from the Company Shareholders. The Company shall, through its board of directors, recommend to Company Shareholders that they provide the Company Shareholder Approval. The board of directors of the Company proxies in favor shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or (privately or publicly) propose to change, withdraw, withhold, qualify or modify, the Company Board Recommendation for any reason. The board of the approval directors of the Company Stockholder Proposals shall publicly reaffirm the Company Board Recommendation within five Business Days of receipt of a written request therefor from SPAC, provided that if the Company otherwise complied in all material respects with all of its obligations under Section 8.01, this Section 8.02 and to take all other action necessary or advisable to secure Section 8.03, the vote or consent board of the stockholders directors of the Company required by shall not be obligated to make such reaffirmation on more than two occasions. Notwithstanding anything to the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided thatcontrary contained in this Agreement, the Company shall be permitted entitled to postpone or adjourn the Company Special Meeting, but only Meeting (a) if the a “Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: Meeting Change”): (i) to the extent permitted required by applicable lawLaw, (ii) if, as of the Company may not postpone or adjourn time for which the Company Special Meeting is originally scheduled, there are insufficient shares of stock entitled to vote represented (either in person or by more than 10 calendar days past proxy) to constitute a quorum necessary to conduct the originally scheduled date business to be conducted at the Company Special Meeting; or (iii) in order to solicit additional approvals from shareholders for purposes of obtaining approval from the Company Shareholders; provided that, without Purchaser’s the prior written consent of SPAC (such consent not to be unreasonably delayedwithheld, conditioned delayed or withheldconditioned), (ii) if applicable, the Company shall respond as promptly as reasonably practicable may only be entitled to resolve one Company Meeting Change (excluding any SEC comments postponements or adjournments required by applicable Law), and (iii) the Company shall reconvene the Company Special Meeting at may not be adjourned or postponed to a date that is more than seven Business Days after the earliest practicable date on for which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor was originally scheduled (excluding any committee thereof may directly postponements or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as adjournments required by applicable law. Notwithstanding any Company Board Recommendation ChangeLaw) and provided it is held no later than three Business Days prior to the Termination Date; provided further, unless this Agreement has been validly terminated that in the event of a postponement or adjournment pursuant to Section 2.03clauses (ii) or (iii) above, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for shall be reconvened as promptly as practicable following such time as the purpose of seeking the Company Stockholder Approvals matters described in compliance with this Agreementsuch clauses have been resolved.

Company Special Meeting. The Company shall shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call, call and give notice of, convene and hold of a meeting of its stockholders the Company Shareholders (the “Company Special Meeting”) and the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Organizational Documents of the Company and applicable Law, for the purpose of seeking of, inter alia, obtaining all requisite approvals and authorizations from the Company Stockholder Approvals Shareholders in connection with the Transactions (including the Company Shareholder Approval). The Company shall, through approval of its board of directors, recommend to the Company Shareholders the adoption and approval of the Company Transaction Proposals by the Company Shareholders (the “Company Board Recommendation”). The Company shall use its reasonable best efforts to solicit obtain such approvals and recommendations from the stockholders Company Shareholders at the Company Special Meeting, including by soliciting approvals as promptly as practicable after the date hereof in accordance with applicable Law for the purpose of obtaining such approvals and authorizations from the Company Shareholders. The Company shall, through its board of directors, recommend to Company Shareholders that they provide the Company Shareholder Approval. The board of directors of the Company proxies in favor of the approval of shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Stockholder Proposals and Board Recommendation. Notwithstanding anything to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided thatcontrary contained in this Agreement, the Company shall be permitted entitled to postpone or adjourn the Company Special Meeting, but only Meeting (a) if the a “Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: Meeting Change”): (i) to the extent permitted required by applicable lawLaw, (ii) if, as of the time for which the Company Special Meeting is originally scheduled, there are insufficient shares of stock entitled to vote represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Special Meeting; or (iii) in order to solicit additional approvals from shareholders for purposes of obtaining approval from the Company Shareholders; provided that, without the prior written consent of SPAC, the Company may not postpone only be entitled to one Company Meeting Change (excluding any postponements or adjourn adjournments required by applicable Law), and the Company Special Meeting by may not be adjourned or postponed to a date that is more than 10 calendar days past five Business Days after the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene for which the Company Special Meeting at was originally scheduled (excluding any postponements or adjournments required by applicable Law) and provided it is held no later than three Business Days prior to the earliest practicable date on which Board Termination Date; provided further, that in the event of Directors reasonably expects a postponement or adjournment pursuant to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present clauses (ii) or allow any proposal to be presented at (iii) above, the Company Special Meeting other than shall be reconvened as promptly as practicable following such time as the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify matters described in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing such clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has have been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this Agreementresolved.

Company Special Meeting. The Company shall shall, as promptly as practicable but not more than ten (10) days following the date the Registration Statement is declared effective by the SEC under the Securities Act, duly call, call and give notice of, convene and hold of a general meeting of its stockholders the Company Shareholders (the “Company Special Meeting”, and the date that such notice is given, the “Company Special Meeting Notice Date”) and, no later than ten (10) days following the Company Special Meeting Notice Date, the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Company’s Organizational Documents and Applicable Legal Requirements, for the purpose of, inter alia, obtaining all requisite approvals and authorizations from the Company Shareholders in connection with the Transactions (including the Company Shareholder Approval) and related and customary procedural and administrative matters, which meeting shall be held as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act. The Company shall, through unanimous approval of its board of directors, recommend to the Company Shareholders the adoption and approval of the Company Transaction Proposals by the Company Shareholders (the “Company Board Recommendation”). The Company shall use its commercially reasonable efforts to obtain such approvals and recommendations from the Company Shareholders at the Company Special Meeting, including by soliciting approvals as promptly as practicable after the date hereof in accordance with Applicable Legal Requirements for the purpose of seeking obtaining such approvals and authorizations from the Company Stockholder Approvals and use Shareholders. The Company shall, through its reasonable best efforts board of directors, recommend to solicit from Company Shareholders that they provide the stockholders Company Shareholder Approval. The board of directors of the Company proxies in favor of the approval of shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Stockholder Proposals and Board Recommendation. Notwithstanding anything to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided thatcontrary contained in this Agreement, the Company shall be permitted entitled to postpone or adjourn the Company Special Meeting, but only (a) if the Company is unable to obtain a quorum of its stockholders at such time, Meeting to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: (i) to the extent permitted by applicable law, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this AgreementApplicable Legal Requirements.

Company Special Meeting. The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Special Meeting”) for the purpose of seeking the Company Stockholder Approvals Approval and use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the approval of the Company Stockholder Proposals Nasdaq Proposal and to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder ApprovalsApproval. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided that, the Company shall be permitted to postpone or adjourn the Company Special Meeting, but only (a) if the Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder ApprovalsApproval, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder ApprovalsApproval, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: (i) to the extent permitted by applicable law, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder ApprovalsApproval. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals Approval in compliance with this Agreement.

Company Special Meeting. The Company shall shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call, call and give notice of, convene and hold of a meeting of its stockholders the Company Shareholders (the “Company Special Meeting”) and the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Organizational Documents of the Company and applicable Law, for the purpose of seeking of, inter alia, obtaining all requisite approvals and authorizations from the Company Stockholder Approvals Shareholders in connection with the Transactions (including the Company Shareholder Approval). The Company shall, through approval of its board of directors, recommend to the Company Shareholders the adoption and approval of the Company Transaction Proposals by the Company Shareholders (the “Company Board Recommendation”). The Company shall use its reasonable best efforts to solicit obtain such approvals and recommendations from the stockholders Company Shareholders at the Company Special Meeting, including by soliciting approvals as promptly as practicable after the date hereof in accordance with applicable Law for the purpose of obtaining such approvals and authorizations from the Company Shareholders. The Company shall, through its board of directors, recommend to Company Shareholders that they provide the Company Shareholder Approval. The board of directors of the Company proxies in favor of the approval of shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Stockholder Proposals and Board Recommendation. Notwithstanding anything to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided thatcontrary contained in this Agreement, the Company shall be permitted entitled to postpone or adjourn the Company Special Meeting, but only Meeting (a) if the a “Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: Meeting Change”): (i) to the extent permitted required by applicable lawLaw, (ii) if, as of the time for which the Company Special Meeting is originally scheduled, there are insufficient shares of stock entitled to vote represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Special Meeting; or (iii) in order to solicit additional approvals from shareholders for purposes of obtaining approval from the Company Shareholders; provided that, without the prior written consent of Hepion, the Company may not postpone only be entitled to one Company Meeting Change (excluding any postponements or adjourn adjournments required by applicable Law), and the Company Special Meeting by may not be adjourned or postponed to a date that is more than 10 calendar days past five Business Days after the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene for which the Company Special Meeting at was originally scheduled (excluding any postponements or adjournments required by applicable Law) and provided it is held no later than three Business Days prior to the earliest practicable date on which Board Termination Date; provided further, that in the event of Directors reasonably expects a postponement or adjournment pursuant to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present clauses (ii) or allow any proposal to be presented at (iii) above, the Company Special Meeting other than shall be reconvened as promptly as practicable following such time as the Transaction Proposals. Neither the Board of Directors nor any committee thereof may directly or indirectly (A) withhold, withdraw (or amend, qualify or modify matters described in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (C) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing such clauses (A) through (C), a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has have been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for the purpose of seeking the Company Stockholder Approvals in compliance with this Agreementresolved.

Company Special Meeting. The Company shall shall, as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act, establish a record date for, duly call, call and give notice of, convene and hold of a general meeting of its stockholders the Company Shareholders (the “Company Special Meeting”) and the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Company’s Organizational Documents and Applicable Legal Requirements, for the purpose of, inter alia, obtaining all requisite approvals and authorizations from the Company Shareholders in connection with the Transactions (including the Company Shareholder Approval) and related and customary procedural and administrative matters, which meeting shall be held as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act. The Company shall, through unanimous approval of its board of directors, recommend to the Company Shareholders the adoption and approval of the Company Transaction Proposals by the Company Shareholders. (the “Company Board Recommendation”). The Company shall use its commercially reasonable efforts to obtain such approvals and recommendations from the Company Shareholders at the Company Special Meeting, including by soliciting approvals as promptly as practicable after the date hereof in accordance with Applicable Legal Requirements for the purpose of seeking obtaining such approvals and authorizations from the Company Stockholder Approvals and use Shareholders. The Company shall, through its reasonable best efforts board of directors, recommend to solicit from Company Shareholders that they provide the stockholders Company Shareholder Approval. The board of directors of the Company proxies in favor of the approval of shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Stockholder Proposals and Board Recommendation. Notwithstanding anything to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided thatcontrary contained in this Agreement, the Company shall be permitted entitled to postpone or adjourn the Company Special Meeting, but only Meeting (a) if the a “Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: Meeting Change”): (i) to the extent permitted required by applicable lawApplicable Legal Requirements, (ii) if, as of the Company may not postpone or adjourn time for which the Company Special Meeting is originally scheduled, there are insufficient shares of stock entitled to vote represented (either in person or by more than 10 calendar days past proxy) to constitute a quorum necessary to conduct the originally scheduled date without Purchaser’s prior consent (such consent not business to be unreasonably delayed, conditioned or withheld), (ii) if applicable, conducted at the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and Special Meeting; or (iii) in order to solicit additional approvals from shareholders for purposes of obtaining approval from the Company shall reconvene Shareholders; provided that, without the prior written consent of ION, the Company Special Meeting at may not be adjourned or postponed to a date that is more than twenty (20) days after the earliest practicable date on for which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other was originally scheduled (excluding any postponements or adjournments required by Applicable Legal Requirements) and provided it is held no later than three (3) Business Days prior to the Transaction Proposals. Neither Outside Date; provided further, that in the Board event of Directors nor any committee thereof may directly a postponement or indirectly adjournment pursuant to clauses (Aii) withhold, withdraw (or amend, qualify or modify in a manner adverse to Purchaser), or publicly propose to withdraw (or amend, qualify or modify in a manner adverse to Purchaser), the Company Board Recommendation; (B) propose publicly to recommend, adopt or approve any Alternative Transaction Proposal; or (Ciii) fail to include the Company Board Recommendation in the Proxy Statement (any of the foregoing clauses (A) through (C)above, a “Company Board Recommendation Change”), in each case, except as required by applicable law. Notwithstanding any Company Board Recommendation Change, unless this Agreement has been validly terminated pursuant to Section 2.03, the Company shall duly call, give notice of, convene and hold the Company Special Meeting for shall be reconvened as promptly as practicable following such time as the purpose of seeking the Company Stockholder Approvals matters described in compliance with this Agreementsuch clauses have been resolved.