Common use of Company Stockholder Meeting Clause in Contracts

Company Stockholder Meeting. The Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) as promptly as practicable following the date hereof for the purpose of voting upon the adoption of this Agreement in accordance with the DGCL (the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposal, and unless the Company Board has effected a Company Board Recommendation Change, the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjourned.

Company Stockholder Meeting. The (a) Following the execution of this Agreement, the Company shall establish shall, in consultation with Parent, set a record date forfor the Company Stockholder Meeting, callwhich record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of, convene and hold of a meeting of the stockholders of the Company Stockholders entitled to vote on the Merger (the “Company Stockholder Meeting”) as promptly as practicable following at which meeting the date hereof Company shall seek the Company Stockholder Approval, (ii) cause the Proxy Statement/Prospectus (and all other proxy materials for the purpose of voting upon Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the adoption of this Agreement in accordance with Company Stockholder Meeting. Subject to Section ‎6.03, the DGCL (Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL Stockholder Approval to be received at the Company Stockholder Meeting or otherwise. Parent any adjournment or postponement thereof, and shall vote comply with all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by legal requirements applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposalnot, and unless the Company Board has effected a Company Board Recommendation Change, the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, calladjourn, give notice of, convene postpone or hold any meeting of otherwise delay the Company stockholders unless and until Stockholder Meeting; provided, however, that Company may postpone or adjourn the Company Stockholder Meeting has been held, a vote to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders has been taken prior to the Company Stockholder Meeting. If, on the date of the Company Voting Proposal and Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting has been adjourneduntil such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. (b) The Company shall coordinate with Parent regarding the record date and the meeting date for the Company Stockholder Meeting.

Company Stockholder Meeting. (a) The Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (or any adjournment or postponement thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the date hereof (and in any event, subject to the immediately following proviso, no later than thirty (30) calendar days immediately following the date on which the SEC confirms that it will not comment on, or that it has no additional comments on, the Proxy Statement, any Other Required Company Filing and any Other Required Newco Filing) for the purpose of voting upon to approve the adoption of this Agreement Merger in accordance with the DGCL MGCL; provided, however, nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting if (the “Company Voting Proposal”). (ai) Each there are holders of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as insufficient shares of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL Company Common Stock present or represented by a proxy at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign to constitute a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Order, quorum at the Company shall not Stockholder Meeting, (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable law, order or a request from the SEC or its staff, or (iii) the Company Board or any authorized committee thereof shall have determined in good faith (after the date on which the Proxy Statement consultation with outside legal counsel) that it is first disseminated necessary or appropriate to Company stockholders, postpone or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting including in order to conduct business at (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company Stockholder Meeting. The has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change), or (B) to enable the additional time to solicit proxies from Company Stockholders. (b) Unless the Company Board or any authorized committee thereof shall have effected a Company Board Recommendation Change pursuant to the terms of Section 6.5(a), the Company shall solicit from the Company stockholders Stockholders proxies in favor of the Company Voting Proposalapproval of the Merger in accordance with Maryland Law, and unless submit the Merger for approval of the Company Board has effected a Company Board Recommendation Change, Stockholders at the Company Board shall Stockholder Meeting and use its reasonable best efforts to obtain secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjourned.

Company Stockholder Meeting. The (a) As soon as practicable following the date hereof, the Company shall shall, in consultation with Parent, establish a record date forfor a meeting of the Company Stockholders (such meeting or any adjournment or postponement thereof, the “Company Stockholder Meeting”) for the purpose of voting to approve the Merger in accordance with the MBCA and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall duly call, give notice of, convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) Meeting as promptly as practicable following (and in any event no later than 60 calendar days) after the date hereof for Proxy Statement is disseminated to Company Stockholders; provided that nothing herein shall prevent the purpose Company from postponing or adjourning the Company Stockholder Meeting on any occasion if (i) there are holders of voting upon the adoption of this Agreement in accordance with the DGCL (the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as insufficient shares of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL Company Common Stock present or represented by a proxy at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign to constitute a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Order, the Company shall not postpone quorum at the Company Stockholder Meeting after Meeting, (ii) the date on which the Proxy Statement Company is first disseminated required to Company stockholders, postpone or adjourn the Company Stockholder MeetingMeeting by applicable Law, unless there are insufficient shares of Order or a request from the SEC or its staff, or (iii) after prior consultation with Parent, the Company Common Stock present Board or any authorized committee thereof shall have determined in person good faith (after consultation with outside legal counsel) that it is necessary or represented by proxy at appropriate to postpone or adjourn the Company Stockholder Meeting in order to conduct business at (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company Stockholder Meeting. The has sent to Company shall solicit from Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the Company stockholders proxies SEC or otherwise (including in favor of the Company Voting Proposal, and unless the Company Board has effected connection with a Company Board Recommendation Change) or (B) to provide additional time to solicit proxies from Company Stockholders; provided, further, that the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at not postpone or adjourn the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders date that is less than five (5) Business Days prior to the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at Termination Date in the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment case of the Company Stockholder Meeting if permitted hereunderforegoing clauses (i) without or (iii). All other postponements or adjournments shall require the prior written consent of Parent. The Company shall, on the reasonable request of Parent, advise Parent promptly as to the aggregate tally of proxies received by the Company with respect to the Requisite Stockholder Approval. (b) Unless the Company Board or any authorized committee thereof shall not establish have effected a record date forCompany Board Recommendation Change specifically permitted by Section 6.5, callthe Company shall solicit from the Company Stockholders proxies in favor of the approval of the Merger in accordance with Massachusetts Law, give notice of, convene or hold any meeting submit the Merger for approval of the Company stockholders unless and until Stockholders at the Company Stockholder Meeting has been heldMeeting, a vote of recommend to the Company stockholders has been taken on Stockholders that they adopt this Agreement and the Company Voting Proposal transactions contemplated hereby, include such recommendation in the Proxy Statement and use its reasonable best efforts to secure the Requisite Stockholder Approval at the Company Stockholder Meeting has been adjournedMeeting. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal or the occurrence of any Company Board Recommendation Change, unless such Company Board Recommendation Change is specifically permitted by Section 6.5.

Company Stockholder Meeting. (a) The Company shall establish a record date for, call, give notice of, convene and hold cause a meeting of the Company Stockholders its stockholders (the “Company Stockholder Meeting”) to be duly called, noticed, convened and held as promptly soon as reasonably practicable following clearance of the date hereof Proxy Statement by the SEC for the purpose of voting upon on the adoption of this Agreement in accordance with Agreement. Notwithstanding the DGCL (the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Orderimmediately preceding sentence, the Company shall not may adjourn or postpone the Company Stockholder Meeting (i) after consultation with Parent, to the date on which extent necessary to ensure that any required supplement or amendment to the Proxy Statement (which the Company Board has determined in good faith (after consultation with its outside legal counsel) is first disseminated necessary under Applicable Law) is provided to Company stockholders, or adjourn the Company’s stockholders within a reasonable amount of time in advance of the Company Stockholder Meeting, unless (ii) as otherwise required by Applicable Law, or (iii) if as of the time for which the Company Stockholder Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock present represented (in person or represented by proxy at proxy) to obtain Company Stockholder Approval (and in the circumstances described in this clause (iii) the Company shall adjourn or postpone the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposalif requested by Parent); provided, and unless the Company Board has effected a Company Board Recommendation Change, the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at that the Company Stockholder Meeting shall not be adjourned or any postponement postponed (x) more than twice by the Company pursuant to the foregoing, (y) to a date that is more than thirty (30) days after the date for which the Company Stockholder Meeting was previously scheduled or adjournment thereofrescheduled or (z) to a date on or after three (3) Business Days prior to the End Date. At the Company Stockholder Meeting, the Company shall submit a proposal to a vote of obtain the Company Stockholder Approval to the Company’s stockholders and shall not submit any other proposals to its stockholders (other than an advisory vote regarding merger-related compensation and a customary proposal regarding adjournment or postponement in accordance with the immediately preceding sentence). (b) Unless there has been an Adverse Recommendation Change in accordance with Section 6.03, the Company Voting ProposalBoard shall (i) recommend adoption of this Agreement by the Company’s stockholders and (ii) use its reasonable best efforts to obtain the Company Stockholder Approval. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parentcomply with Applicable Law with respect to such meeting. The Company shall not establish a record date forkeep Parent informed with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding any Adverse Recommendation Change, unless this Agreement has been terminated pursuant to Section 10.01, the Company shall duly call, give notice of, convene or and hold any meeting of the Company Stockholder Meeting, mail the Proxy Statement (in accordance with Section 8.02), and submit this Agreement to the Company’s stockholders unless and until to obtain the Company Stockholder Approval at the Company Stockholder Meeting has been held, a vote of and shall not submit any Acquisition Proposal for approval by the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjournedCompany’s stockholders.

Company Stockholder Meeting. The If adoption of this Agreement by the Company’s stockholders is required by Applicable Law and the Offer has been terminated pursuant to Section 2.01(e), the Company shall shall, as promptly as reasonably practicable (and in any event within ten Business Days) after the Proxy Statement Clearance Date, (i) take all action necessary in accordance with Applicable Law, Nasdaq rules, the Company’s certificate of incorporation and the Company’s bylaws to establish a record date for, call, for and give notice ofof the Company Stockholder Meeting, and (ii) mail to the holders of Shares as of the record date the Company Proxy Statement. The Company shall duly call, convene and hold a meeting of the Company Stockholders (the “Company Stockholder Meeting”) Meeting as promptly as practicable (and in any event within 35 days) following the date hereof the Company Proxy Statement is mailed to the Company’s stockholders. Any adjournment or postponement of the Company Stockholder Meeting shall require the prior written consent of Parent, except that (A) the Company may adjourn the Company Stockholder Meeting in the case and then only to the extent that such adjournment is required to allow additional time for the purpose filing and mailing of voting any supplemental or amended disclosure which the SEC has instructed the Company is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting, and (B) the Company, after consultation with Parent, may (and, upon the written request of Parent, shall) adjourn or postpone the Company Stockholder Meeting if as of the time for which the Company Stockholder Meeting is originally scheduled (as set forth in the Company Proxy Statement) there are either (1) insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Stockholder Meeting or (2) insufficient affirmative votes to adopt this Agreement and approve the Merger; provided, that the record date shall not be changed without Parent’s consent, except as required by Applicable Law or by the certificate of incorporation or bylaws of the Company in effect as of the date hereof. Without the prior written consent of Parent, the adoption of this Agreement and the approval of the Merger and the transactions contemplated thereby shall be the only matter (other than (x) procedural matters and (y) an advisory vote with respect to golden parachute compensation arrangements in accordance with applicable federal securities laws) which the DGCL (Company shall propose to be acted on at the “Company Voting Proposal”). Stockholder Meeting. The Company shall, upon the request of Parent, advise Parent at least on a daily basis on each of the last seven Business Days prior to the scheduled date of the Company Stockholder Meeting as to the aggregate tally of affirmative proxies received by the Company. The Company shall (a) Each use its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement, (b) ensure that all proxies solicited in connection with the Company Stockholder Meeting are solicited in compliance with Applicable Law and the rules of Nasdaq, and (c) include in the Company Proxy Statement the Company Board Recommendation. At the Company Stockholder Meeting, or any postponement or adjournment thereof, Parent and Acquisition Sub shall vote vote, or cause to be voted, all Company of the Shares beneficially then owned by it it, Merger Subsidiary or any of its their respective Subsidiaries as of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL at the Company Stockholder Meeting or otherwise. Parent shall vote all and approval of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCLMerger. (b) Unless otherwise required by applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposal, and unless the Company Board has effected a Company Board Recommendation Change, the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjourned.

Company Stockholder Meeting. (a) The Company, acting through the Company Board, shall establish a record date for, call, give notice of, convene and hold a special meeting of the Company Stockholders (or any adjournment or postponement thereof, the “Company Stockholder Meeting”) as promptly as practicable following the date hereof ), for the purpose of voting upon obtaining the Requisite Stockholder Approval and approve the Merger in accordance with the DGCL. Once the Company has established the record date for the Company Stockholder Meeting, the Company shall not change such record date without the prior written consent of Parent, unless required by applicable Law. The Company shall consult with Parent regarding the date of the Company Stockholder Meeting, shall cooperate with Parent to initially schedule the Company Stockholder Meeting to be held no earlier than 30 days and no later than 50 days after the mailing of the definitive Proxy Statement to the stockholders of the Company, and shall not postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent; provided that nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting: (i) For sequential periods of up to five Business Days each, if there are holders of insufficient Shares present or represented by a proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) For so long as the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, or an Order from the SEC or its staff; (iii) For up to five Business Days, if the Company Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change); or (iv) For one time only, for up to 10 Business Days from the date on which the Company Stockholder Meeting was initially scheduled if, on a date for which the Company Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of Shares to obtain the Requisite Stockholder Approval. (b) Without the prior written consent of Parent, a proposal for the adoption of this Agreement and approval of the Merger and the transactions contemplated hereby (including the Merger), and any matters related thereto, shall be the only matters which the Company shall propose to be acted on at the Company Stockholder Meeting. (c) Unless this Agreement has been terminated in accordance with Section 8.1, the DGCL (Company shall solicit from the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date Stockholders proxies in favor of the adoption of this Agreement and approval of the Merger in accordance with Delaware Law, submit this Agreement for adoption by the DGCL Company Stockholders at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by itand, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposal, and unless the Company Board has or any authorized committee thereof shall have effected a Company Board Recommendation ChangeChange pursuant to Section 6.5(b), the Company Board shall use its reasonable best efforts to obtain secure the Requisite Company Stockholder Vote Approval for the adoption of this Agreement at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjourned.

Company Stockholder Meeting. (a) The Company, acting through the Company Board, shall establish a record date for, call, give notice of, convene and hold a special meeting of the Company Stockholders (or any adjournment or postponement thereof, the “Company Stockholder Meeting”) as promptly as practicable following the date hereof ), for the purpose of voting upon obtaining the Requisite Stockholder Approval and approve the Merger in accordance with the DGCL. Once the Company has established the record date for the Company Stockholder Meeting, the Company shall not change such record date without the prior written consent of Parent, unless required by applicable Law. The Company shall consult with Parent regarding the date of the Company Stockholder Meeting, shall cooperate with Parent to initially schedule the Company Stockholder Meeting to be held no earlier than 30 days and no later than 50 days after the mailing of the definitive Proxy Statement to the stockholders of the Company, and shall not postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent; provided that nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting: (i) For sequential periods of up to five Business Days each, if there are holders of insufficient Shares present or represented by a proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) For so long as the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, or an Order from the SEC or its staff; Table of Contents (iii) For up to five Business Days, if the Company Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change); or (iv) For one time only, for up to 10 Business Days from the date on which the Company Stockholder Meeting was initially scheduled if, on a date for which the Company Stockholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of Shares to obtain the Requisite Stockholder Approval. (b) Without the prior written consent of Parent, a proposal for the adoption of this Agreement and approval of the Merger and the transactions contemplated hereby (including the Merger), and any matters related thereto, shall be the only matters which the Company shall propose to be acted on at the Company Stockholder Meeting. (c) Unless this Agreement has been terminated in accordance with Section 8.1, the DGCL (Company shall solicit from the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date Stockholders proxies in favor of the adoption of this Agreement and approval of the Merger in accordance with Delaware Law, submit this Agreement for adoption by the DGCL Company Stockholders at the Company Stockholder Meeting or otherwise. Parent shall vote all of the shares of capital stock of Acquisition Sub beneficially owned by itand, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposal, and unless the Company Board has or any authorized committee thereof shall have effected a Company Board Recommendation ChangeChange pursuant to Section 6.5(b), the Company Board shall use its reasonable best efforts to obtain secure the Requisite Company Stockholder Vote Approval for the adoption of this Agreement at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjourned.

Company Stockholder Meeting. (a) The Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (or any adjournment or postponement thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the date hereof for the purpose of voting upon to approve the adoption of this Agreement Merger in accordance with the DGCL (DGCL. Once the “Company Voting Proposal”).has established the record date for the Company Stockholder Meeting the Company shall not change such record date without the prior written consent of Parent, unless required by applicable Law. Without limiting the generality of the foregoing, the Company shall hold the Company Stockholder Meeting no later than 45 calendar days following the date the dissemination of the Proxy Statement to the Company’s stockholders is commenced; provided, however, nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting: (ai) Each For sequential periods of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any up to five (5) Business Days each, if there are holders of its respective Subsidiaries as insufficient shares of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL Company Common Stock present or represented by a proxy at the Company Stockholder Meeting or otherwise. Parent shall vote all of to constitute a quorum at the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL.Company Stockholder Meeting; (bii) Unless otherwise required by applicable Law or Order, For so long as the Company shall not is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order or a request from the SEC or its staff; or (iii) For one time only, for up to three (3) weeks, if the Company Board or any authorized committee thereof shall have determined in good faith (after the date on which the Proxy Statement consultation with outside legal counsel) that it is first disseminated necessary or appropriate to Company stockholders, postpone or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting including in order to conduct business (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change), or (B) to enable the additional time to solicit proxies from Company Stockholders. (b) Without the prior written consent of Parent, the approval of this Agreement and the transactions contemplated hereby (including the Merger), and any matters related thereto, shall be the only matters which the Company shall propose to be acted on at the Company Stockholder Meeting. The . (c) Unless this Agreement has been terminated in accordance with Section 8.1, the Company shall solicit from the Company stockholders Stockholders proxies in favor of the approval of the Merger in accordance with Delaware Law, submit the Merger for approval of the Company Voting ProposalStockholders at the Company Stockholder Meeting and, and unless the Company Board has or any authorized committee thereof shall have effected a Company Board Recommendation ChangeChange pursuant Section 6.5(b), the Company Board shall use its reasonable best efforts to obtain secure the Requisite Company Stockholder Vote Approval at the Company Stockholder Meeting Meeting. (d) Notwithstanding anything to the contrary set forth herein, and for the avoidance of doubt, unless this Agreement has been terminated in accordance with Section 8.1, no Company Board Recommendation Change shall obviate or any postponement or adjournment thereof. At otherwise affect the obligation of the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at call and hold the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, call, give notice of, convene or hold any meeting of the Company stockholders unless pursuant to and until the Company Stockholder Meeting has been held, a vote of the Company stockholders has been taken on the Company Voting Proposal and the Company Stockholder Meeting has been adjournedin accordance with this Section 6.4.

Company Stockholder Meeting. The (a) Following the execution of this Agreement, the Company shall establish shall, in consultation with Parent, set a record date forfor the Company Stockholder Meeting, callwhich record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of, convene and hold of a meeting of the stockholders of the Company Stockholders entitled to vote on the Merger (the “Company Stockholder Meeting”) as promptly as practicable following at which meeting the date hereof Company shall seek the Company Stockholder Approval, (ii) cause the Proxy Statement/Prospectus (and all other proxy materials for the purpose of voting upon Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the adoption of this Agreement in accordance with Company Stockholder Meeting. Subject to Section 6.03, the DGCL (Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the “Company Voting Proposal”). (a) Each of Parent and Acquisition Sub shall vote all Company Shares beneficially owned by it or any of its respective Subsidiaries as of the applicable record date in favor of the adoption of this Agreement in accordance with the DGCL Stockholder Approval to be received at the Company Stockholder Meeting or otherwise. Parent any adjournment or postponement thereof, and shall vote comply with all of the shares of capital stock of Acquisition Sub beneficially owned by it, or sign a written consent in lieu of a meeting of the stockholders of Acquisition Sub, in favor of the adoption of this Agreement in accordance with the DGCL. (b) Unless otherwise required by legal requirements applicable Law or Order, the Company shall not postpone the Company Stockholder Meeting after the date on which the Proxy Statement is first disseminated to Company stockholders, or adjourn the Company Stockholder Meeting, unless there are insufficient shares of Company Common Stock present in person or represented by proxy at the Company Stockholder Meeting in order to conduct business at the Company Stockholder Meeting. The Company shall solicit from the Company stockholders proxies in favor of the Company Voting Proposalnot, and unless the Company Board has effected a Company Board Recommendation Change, the Company Board shall use its reasonable best efforts to obtain the Requisite Company Stockholder Vote at the Company Stockholder Meeting or any postponement or adjournment thereof. At the Company Stockholder Meeting, the Company shall submit to a vote of its stockholders the Company Voting Proposal. The Company shall not propose for consideration or submit for a vote any matters at the Company Stockholder Meeting other than the Company Voting Proposal (or an adjournment of the Company Stockholder Meeting if permitted hereunder) without the prior written consent of Parent. The Company shall not establish a record date for, calladjourn, give notice of, convene postpone or hold any meeting of otherwise delay the Company stockholders unless and until Stockholder Meeting; provided, however, that Company may postpone or adjourn the Company Stockholder Meeting has been held, a vote to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders has been taken prior to the Company Stockholder Meeting. If, on the date of the Company Voting Proposal and Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting has been adjourneduntil such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. (b) The Company shall coordinate with Parent regarding the record date and the meeting date for the Company Stockholder Meeting.