Common use of Company Stockholders’ Meeting; Short-Form Merger Clause in Contracts

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law. The Company shall ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Laws. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of this Section 6.4, in the event that Parent and its Affiliates shall become the beneficial owner at least ninety percent (90%) of the issued and outstanding Shares as a result of the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the stockholders of the Company Stockholders is required under Delaware Massachusetts Law or the rules of NASDAQ in order to consummate the Merger other than pursuant to Section 253 of the DGCLMerger, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of (or, at the request of Parent, action by written consent by) the stockholders of the Company Stockholders (the “Company Stockholders’ Meeting”, which term shall, without limitation, include stockholder action by written consent) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption approval of this Agreement in accordance with Delaware LawMassachusetts Law or the rules of NASDAQ. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the The Company Boardshall, the Company shall unless otherwise requested by Parent, solicit from the Company Stockholders proxies in favor of the adoption approval of this Agreement in accordance with Delaware Massachusetts Law, and shall use commercially reasonable best efforts to secure the Required Company Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article VII hereof, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited for the purpose of voting upon the approval of this Agreement in compliance accordance with all applicable LawsMassachusetts Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Adverse Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 5.5(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Shares acquired in the Offer (or otherwise beneficially owned by it or any shares of its respective Subsidiaries Parent-Owned Stock as of the applicable record date) date in favor of the adoption approval of this Agreement and the consummation of the Merger in accordance with Delaware Massachusetts Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption approval of this Agreement and the consummation of the Merger in accordance with Delaware Massachusetts Law. (c) Notwithstanding the provisions of Section 5.4 hereof or this Section 6.45.5, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become the beneficial owner acquire at least ninety percent (90%) of the issued and outstanding Shares as a result shares of Company Common Stock pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersstockholders of the Company, in accordance with Section 253 11.05 of the DGCLMBCA.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval the Short-Form Threshold is not met and adoption of this Agreement by the stockholders of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the stockholders of the Company Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, and shall use commercially reasonable efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article IX hereof, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited for the purpose of voting upon the adoption of this Agreement in compliance accordance with all applicable LawsDelaware Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 7.3(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, but it shall be subject to the prior occurrence of the Appointment Time. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Company Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of Section 7.2 hereof or this Section 6.47.3, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become have acquired Company Shares equal to or greater than the beneficial owner at least ninety percent (90%) of the issued and outstanding Shares as a result of Short-Form Threshold, pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersstockholders of the Company, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, and shall use its reasonable best efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article VIII, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited for the purpose of voting upon the adoption of this Agreement in compliance accordance with all applicable LawsDelaware Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 6.3(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Company Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of Section 6.2 or this Section 6.46.3, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become the beneficial owner acquire at least ninety percent (90%) of the issued and outstanding Company Shares as a result of (the “Short Form Threshold”) pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company StockholdersStockholder Meeting, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the stockholders of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, and provided that Merger Sub has acquired and paid for Company Shares tendered pursuant to the Offer and following the expiration of any subsequent offering period provided pursuant to Section 2.1(e) hereof, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the stockholders of the Company Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, and shall use commercially reasonable efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article IX, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited in compliance with all applicable Laws. (b) Each for the purpose of Parent and Merger Sub and their Affiliates shall vote all Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of voting upon the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of pursuant to this Section 6.47.3(a) shall not be limited to, in or otherwise affected by, the event that Parent and its Affiliates shall become the beneficial owner at least ninety percent (90%) of the issued and outstanding Shares as a result of the Offer commencement, disclosure, announcement or otherwise, each of Parent, Merger Sub and submission to the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCLany Acquisition Proposal.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the stockholders of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the stockholders of the Company Stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, and shall use commercially reasonable efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article IX hereof, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited for the purpose of voting upon the adoption of this Agreement in compliance accordance with all applicable LawsDelaware Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 7.3(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Company Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of Section 7.2 hereof or this Section 6.47.3, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become the beneficial owner acquire at least ninety percent (90%) of the issued and outstanding Company Shares as a result of pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersstockholders of the Company, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the stockholders of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of (or, at the request of Parent, action by written consent by) the stockholders of the Company Stockholders (the “Company Stockholders’ Meeting”, which term shall, without limitation, include stockholder action by written consent) as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the The Company Boardshall, the Company shall unless otherwise requested by Parent, solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law, and shall use commercially reasonable efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ Meeting. The Unless this Agreement is earlier terminated pursuant to Article IX hereof, the Company shall ensure that all proxies solicited in connection with establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited for the purpose of voting upon the adoption of this Agreement in compliance accordance with all applicable LawsDelaware Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company’s obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting pursuant to this Section 7.3(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Company Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of Section 7.2 hereof or this Section 6.47.3, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become the beneficial owner acquire at least ninety percent (90%) of the issued and outstanding Company Shares as a result of pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersstockholders of the Company, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If the approval of the Company Stockholders holders of Common Shares is required under Delaware by applicable Law in order to consummate the Merger other than pursuant to Section 253 10-19.1-100 of the DGCLNorth Dakota Act, the Company shall shall, after the Acceptance Time, take all necessary action in accordance with applicable Law and the Company’s Organizational Documents, to establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders its holders of Common Shares (the “Company Stockholders’ Meeting”) as promptly as practicable following the later of the Acceptance Time or (but in no event prior to the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, pursuant to Section 1.1(d)) for the purpose of voting upon the adoption of this Agreement in accordance with Delaware applicable Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ Meeting for a period not to exceed 30 days in the aggregate if there are insufficient shares of Common Stock represented at the Company Stockholders’ Meeting necessary Shares to properly conduct business at the Company Stockholders’ Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall take all reasonable and lawful actions to solicit from the Company Stockholders holders of Common Shares proxies in favor of the adoption of this Agreement in accordance with Delaware applicable Law. The Company shall ensure that Notwithstanding anything to the contrary set forth herein, after the Acceptance Time, the Company’s obligation to take all proxies solicited in connection with necessary action to establish a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting are solicited in compliance with all applicable Lawspursuant to this Section 6.2(a) shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or the occurrence of any Company Recommendation Change. (b) Each of Parent and Merger Sub and their Affiliates shall vote (or cause to be voted) all Common Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware applicable Law at the Company Stockholders’ Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of this Section 6.46.2, in the event that Parent and its Affiliates Merger Sub shall become the beneficial owner acquire a number of Common Shares representing at least ninety percent (90%) % of the issued and outstanding Shares as a result of Adjusted Outstanding Share Number (the “Short-Form Threshold”) pursuant to the Offer or otherwiseotherwise (including through the exercise of the Top-Up Option), each of Parent, Merger Sub and the Company shall take all necessary and appropriate action actions to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersholders of Common Shares, in accordance with Section 253 10-19.1-100 of the DGCLNorth Dakota Act.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders (the “"Company Stockholders’ ' Meeting”") as promptly as practicable following the later of the Acceptance Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ ' Meeting if there are insufficient shares of Common Stock represented at the Company Stockholders’ ' Meeting necessary to conduct business at the Company Stockholders’ ' Meeting. Subject to the fiduciary duties of the Company Board, the Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law. The Company shall ensure that all proxies solicited in connection with the Company Stockholders’ ' Meeting are solicited in compliance with all applicable Laws. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ ' Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of this Section 6.4, in the event that Parent and its Affiliates shall become the beneficial owner at least ninety percent (90%) of the issued and outstanding Shares as a result of the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholders, in accordance with Section 253 of the DGCL.

Company Stockholders’ Meeting; Short-Form Merger. (a) If approval of the stockholders of the Company Stockholders is required under Delaware Law in order to consummate the Merger other than pursuant to Section 253 of the DGCL, the Company shall establish a record date for, call, give notice of, convene and hold a meeting of the stockholders of the Company Stockholders (the “"Company Stockholders’ ' Meeting”") as promptly as practicable following the later of the Acceptance Appointment Time or the expiration of any subsequent offering period provided in accordance with Rule 14d-11 promulgated under the Exchange Act, for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law. Nothing herein shall prevent the Company from postponing or adjourning the Company Stockholders’ ' Meeting if there are insufficient shares of the Company Common Stock represented at the Company Stockholders’ Meeting necessary to conduct business at the Company Stockholders’ ' Meeting. Subject to the fiduciary duties of the Company Board, the The Company shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement in accordance with Delaware Law. The Company , and shall ensure that all proxies solicited in connection with use commercially reasonable efforts to secure the Requisite Stockholder Vote at the Company Stockholders’ ' Meeting. Unless this Agreement is earlier terminated pursuant to Article IX hereof, the Company shall establish a record date for, call, give notice of, convene and hold the Company Stockholders' Meeting are solicited for the purpose of voting upon the adoption of this Agreement in compliance accordance with all applicable LawsDelaware Law, whether or not the Company Board at any time subsequent to the date hereof shall have effected a Company Board Recommendation Change or otherwise shall determine that this Agreement is no longer advisable or recommends that the Company Stockholders reject it. Notwithstanding anything to the contrary set forth in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholders' Meeting pursuant to this Section 7.3(a) shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. (b) Each of Parent and Merger Sub and their Affiliates shall vote all Company Shares acquired in the Offer (or otherwise beneficially owned by it or any of its respective Subsidiaries as of the applicable record date) in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law at the Company Stockholders’ ' Meeting or otherwise. Parent shall vote all of the shares of capital stock of Merger Sub beneficially owned by it it, or sign a written consent in lieu of a meeting of the stockholders of Merger Sub, in favor of the adoption of this Agreement and the consummation of the Merger in accordance with Delaware Law. (c) Notwithstanding the provisions of Section 7.2 hereof or this Section 6.47.3, in the event that Parent and its Affiliates Parent, Merger Sub or any other Subsidiary of Parent, shall become the beneficial owner acquire at least ninety percent (90%) of the issued and outstanding Company Shares as a result of pursuant to the Offer or otherwise, each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the Company Stockholdersstockholders of the Company, in accordance with Section 253 of the DGCL.