Common use of Company Stockholders Meeting Clause in Contracts

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The CompanyCompany shall use its reasonable best efforts, acting through its Board of Directors, and shall take all actions action necessary in accordance with applicable law, the Company Charter, the Company By-Laws Law and the rules Company’s Certificate of The Nasdaq National Market Incorporation and Bylaws, as applicable, to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration a meeting of effectiveness of the Registration Statement, the Company Stockholders Meeting its stockholders for the purpose of considering and voting upon seeking the approval Company Stockholder Approval of this Agreement and the MergerTransaction Proposals as herein provided (the “Company Stockholders’ Meeting”) as soon as practicable after the date the SEC has informed the Company that it has no further comments to the Proxy Statement. Subject to Section 6.2(b6.4(b), the Company shall, through the Company Board, recommend to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the Company stockholders of that they give the Company Stockholder Approval and shall include such recommendation in the Proxy Statement/ProspectusStatement (the recommendation of the Company Board that the Company’s stockholders vote to give the Company Stockholder Approval being referred to as the “Company Board Recommendation”), and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Company shall, subject to Section 6.2(b6.4(b), the Company shall use its reasonable best efforts to solicit sufficient proxies from its the Company stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and the Merger and to take all other actions necessary or advisable to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLStockholder Approval (including engaging a nationally recognized proxy solicitation firm). Notwithstanding anything to the contrary contained in this Agreement, the CompanyCompany may, after consultation with Parent, may adjourn or postpone the Company Stockholders Stockholders’ Meeting to the extent necessary only: (a) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement that is required by applicable Law is timely provided to the Company's stockholders or, ’s stockholders; (b) if as of the time for which the Company Stockholders Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Stockholders’ Meeting; or (c) if additional time is required to solicit proxies in order to obtain the Company Stockholder Approval; provided that (i) no single adjournment shall be for more than 30 days unless otherwise required by applicable Law, and (ii) all such adjournments together shall not cause the date of the Company Stockholders MeetingStockholders’ Meeting to be held less than ten (10) Business Days prior to the End Date.

Company Stockholders Meeting. (a) The CompanyCompany shall take, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw the Company’s certificate of incorporation and bylaws, all actions necessary to (a) establish a record date for, duly call and give notice of the Company Stockholders Meeting (the record date for the Company Stockholders Meeting, the Company Charter, “Record Date”) to consider and vote upon (i) the adoption of this Agreement and (ii) a non-binding advisory vote on “golden parachute” executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (b) mail the Company By-Laws Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the rules Exchange Act, as of The Nasdaq National Market to promptly and duly callthe Record Date, give notice ofin each case, convene and hold as promptly as practicable, practicable after the date of this Agreement (and in any event within sixty five (605) days after Business Days following the declaration of effectiveness date on which the SEC (or the staff of the Registration SEC) confirms that it has no further comments on the Company Proxy Statement); provided, that the Company shall not be required to mail the Company Proxy Statement prior to the later of (i) the Solicitation Period End-Date or (ii) the end of discussions with any Excluded Party permitted pursuant to Section 5.4(b) (and without regard to any subsequent discussions permitted pursuant to Section 5.4(c)), (the date the Company mails the Company Proxy Statement, the “Proxy Date”). Following the Proxy Date, the Company shall call and hold the Company Stockholders Meeting as promptly as practicable (but in any event, the Company shall not be required to hold the Company Stockholders Meeting prior to the later of (i) January 18, 2017 or (ii) thirty-five (35) calendar days following the mailing of the definitive Company Proxy Statement for the purpose of considering and voting upon the approval on adoption of this Agreement and Agreement; provided, however, for the Merger. Subject to Section 6.2(b)avoidance of doubt, to the fullest extent permitted by applicable law, Company may postpone or adjourn the Company Stockholders Meeting: (i) with the prior written consent of Parent; (ii) for the absence of a quorum (not to exceed thirty (30) calendar days); and (iii) to allow reasonable additional time (not to exceed thirty (30) calendar days) for the filing and distribution of any supplemental or amended disclosure with respect to the transaction contemplated by this Agreement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company's ’s stockholders prior to the Company Stockholders Meeting. Notwithstanding the foregoing, after the Company Stockholders Meeting has been convened, the Company shall, upon the request of Parent unless the Company Board determines, following a Change in Recommendation in connection with an Intervening Event, that such adjournment would be inconsistent with its fiduciary duties under applicable Law, and the Company may, if Parent does not make such request, adjourn the Company Stockholders Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of Directors shall recommend adoption and approval of this Agreement and the Merger Agreement, for such time period as determined by Parent (or, if Parent does not make such request, as determined by the stockholders Company); provided, however that (x) such adjournment shall not exceed ten (10) calendar days for each such adjournment; (y) the Company Stockholders Meeting shall not be adjourned by more than thirty (30) calendar days in the aggregate from the originally scheduled date of the Company and include such recommendation in the Proxy Statement/Prospectus, Stockholders Meeting; and (iiz) neither no such adjournment shall be permitted if the Company's Board Company shall have received by the Company Stockholders Meeting an aggregate number of Directors nor proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Stockholders Meetings. Once the Company has established the Record Date, the Company shall not establish a different record date without the prior written consent of Parent, including as a result of any committee thereof shall effect a Change adjournment of Recommendationthe Company Stockholders Meeting pursuant to the prior sentence. Unless the Company's Company Board of Directors or any committee thereof shall effect have effected a Change of Company Adverse Recommendation of accordance with Section 6.2(b)Change, the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and Agreement. In the Merger and to secure the vote or consent of the stockholders of event the Company that are required by Board shall have effected a Company Adverse Recommendation Change, the rules Company shall use reasonable best efforts to solicit the return of The Nasdaq National Market or proxies regarding the GCL. Notwithstanding anything to the contrary contained in adoption of this Agreement, the Company, after consultation . The Company shall use reasonable best efforts to ensure that all proxies solicited in connection with Parent, may adjourn or postpone the Company Stockholders Meeting are solicited in compliance with all applicable Law. Unless this Agreement is validly terminated in accordance with Article VII, the Company shall submit this Agreement to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's its stockholders or, if as of the time for which at the Company Stockholders Meeting is originally scheduled even if the Company Board shall have effected a Company Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, use reasonable best efforts to advise Parent at least on a daily basis on each of the last seven (as set forth in 7) Business Days prior to the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business date of the Company Stockholders MeetingMeeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions action necessary in accordance with applicable lawthe DGCL, the Company Charter, the Company By-Laws its certificate of incorporation and the rules of The Nasdaq National Market its bylaws to promptly and duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) on a date that is mutually agreed to by Parent and the Company, such date to be not more than one Business Day prior to the scheduled Closing Date and as promptly soon as practicablepracticable after (i) the date the California Commissioner issues the Permit or (ii) if Parent is required to file a Registration Statement pursuant to Section 3.1(g), and in any event within sixty (60) days as soon as practicable after the declaration of effectiveness of date the Registration StatementStatement becomes effective, the purpose of the Company Stockholders Meeting for being the purpose of considering and voting upon on the approval transactions contemplated hereby, including the adoption of this Agreement and the approval of the Merger. Subject The date of the Company Stockholders Meeting shall be on or about the date immediately following the date of the Parent Stockholders Meeting (if the same shall be required to Section 6.2(boccur), to and, after the fullest extent permitted by applicable lawCondition Determination Date, the Company shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the prior written consent of Parent unless the Parent Stockholders Meeting is not held as scheduled or the Requisite Parent Vote is not obtained at the Parent Stockholders Meeting. Except as set forth in Section 6.5(e), (i) the Company's Board ’s board of Directors directors shall recommend adoption and approval of this Agreement and approval of the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board ’s board of Directors directors nor any committee thereof shall effect withdraw or modify, or propose to resolve to withdraw or modify in a Change of manner adverse to Parent, the Company Board Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Subject to Section 6.2(b6.5(e), the Company shall use its reasonable best efforts take all action reasonably necessary or advisable to solicit from its stockholders proxies in favor of obtain the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Requisite Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingVote.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold a special meeting of the holders of Company Common Stock (the “Company Stockholders Meeting”) as promptly as practicable, and in any event within sixty (60) days after reasonably practicable following the declaration date of effectiveness this Agreement for the purpose of voting upon the authorization of the Registration Statementsale of the Bio Companies Shares (excluding the Bio Companies Shares issued by CBM Intellectual Property) and the assets of CBM Intellectual Property to Purchasers pursuant to this Agreement and, at the Company’s election but as a separate proposal or proposals, any other proposal deemed advisable by the Company Board, and, in connection therewith, the Company shall mail the Proxy Statement to the holders of Company Common Stock in advance of such meeting. Subject to Section 4.2, the Company shall use commercially reasonable efforts to (i) solicit from the holders of Company Common Stock proxies in favor of the authorization of the sale of the Bio Companies Shares (excluding the Bio Companies Shares issued by CBM Intellectual Property) and the assets of CBM Intellectual Property to Purchasers pursuant to this Agreement and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such authorization; provided that the Company may extend the date of the Company Stockholders Meeting to the extent (A) necessary in order to obtain a quorum of its stockholders or (B) the Company reasonably determines that such delay is required by applicable Law. The Company shall not be required to hold the Company Stockholders Meeting for the purpose of considering voting on the authorization of the sale of the Bio Companies Shares (excluding the Bio Companies Shares issued by CBM Intellectual Property) and voting upon the approval assets of CBM Intellectual Property to Purchasers pursuant to this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of if this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company is terminated before that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus meeting is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meetingheld.

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws its certificate of incorporation and bylaws and the rules applicable requirements of The Nasdaq National Market to promptly and duly callthe DGCL, give notice of, convene call and hold a special meeting of its Stockholders as promptly as practicable, or in the alternative, secure the requisite number of written consents and in any event within sixty (60) days after provide the declaration of effectiveness of requisite notice to those Stockholders not voting before the Registration StatementClosing, the Company Stockholders Meeting for the purpose of considering permitting them to consider and voting to vote upon and approve the approval Merger and this Agreement (the "Company Stockholders' Meeting"). Without limiting the generality or the effect of anything contained in the Voting Agreement being executed and delivered by the requisite number of Stockholders to Parent contemporaneously with the execution and delivery of this Agreement and (the Merger. Subject to Section 6.2(b"Voting Agreement"), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders each of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board requisite number of Directors nor any committee thereof Stockholders shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor cause all shares of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders Capital Stock of the Company that are required owned, beneficially or of record, by such Stockholders on the rules record date for the Company Stockholders' Meeting to be voted in favor of The Nasdaq National Market the Merger and this Agreement at such meeting. Public Announcements. During the Pre-Closing Period, (a) neither the Company nor any of the Designated Stockholders shall (and the Company shall not permit any of its Representatives to) issue any press release or make any public statement regarding this Agreement or the GCL. Notwithstanding anything to Merger, or regarding any of the contrary contained in other transactions contemplated by this Agreement, the Companywithout Parent's prior written consent, after consultation and (b) Parent will use reasonable efforts to consult with Parent, may adjourn or postpone the Company Stockholders Meeting prior to issuing any press release or making any public statement regarding the extent necessary to ensure that any required supplement or amendment to Merger. Best Efforts. During the Proxy Statement/Prospectus is provided to the Company's stockholders orPre-Closing Period, if as of the time for which (a) the Company and the Designated Stockholders Meeting is originally scheduled (as shall use their best efforts to cause the conditions set forth in Section 6 to be satisfied on a timely basis, and (b) Parent and Merger Sub shall use their best efforts to cause the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either conditions set forth in person or by proxy) Section 7 to constitute be satisfied on a quorum necessary to conduct the business of the Company Stockholders Meetingtimely basis.

Company Stockholders Meeting. (a) The CompanyCompany will take, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw and its certificate of incorporation and bylaws, all action necessary to convene a meeting of the holders of Shares (the “Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold Stockholders Meeting”) as promptly as practicable, and in any event within sixty (60) days reasonably practicable after clearance by the declaration of effectiveness SEC staff of the Registration Proxy Statement, the Company Stockholders Meeting for the purpose of considering to consider and voting vote upon the approval of this Agreement and the Merger. Subject to Section 6.2(b)cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the fullest extent permitted advised by applicable law, (i) counsel to be necessary to comply with Law or pursuant to the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLfollowing sentence. Notwithstanding anything to the contrary contained in this Agreement, (i) the CompanyCompany may (no more than two (2) times), after consultation with and at Parent’s request (no more than two (2) times) shall, may adjourn adjourn, recess, or postpone the Company Stockholders Meeting for a reasonable period to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders orsolicit additional proxies, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus)or Parent, respectively, reasonably believes there are will be insufficient shares of Company Common Stock Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to obtain the Requisite Company Vote and (ii) the Company may, and at Parent’s request shall, adjourn, recess, or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting; provided that, in the case of each of the foregoing clauses (i) and (ii), unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than ten Business Days each. Subject to Section 6.2(e), the Company Board shall include the Company Recommendation in the Proxy Statement and shall use reasonable best efforts to obtain the Requisite Company Vote. The Company agrees to provide Parent reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, providing daily voting reports).

Company Stockholders Meeting. (a) The CompanyCompany will take, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw and its certificate of incorporation and bylaws, all action necessary to convene a meeting of Stockholders (the “Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event Stockholders Meeting”) within sixty fifteen (6015) days Business Days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering date hereof to consider and voting vote upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of Merger, and to cause such vote to be taken; provided, that nothing herein shall prevent the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors from postponing or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), adjourning the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor Stockholders Meeting on any occasion if (i) there are holders of the proposal to adopt and approve this Agreement and the Merger and to secure the vote insufficient Company Capital Stock present or consent of the stockholders of the Company that are required represented by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone a proxy at the Company Stockholders Meeting to constitute a quorum at the extent Company Stockholders Meeting, (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law, or (iii) the Company’s board of directors or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to ensure postpone or adjourn the Company Stockholders Meeting in order to (A) give the Stockholders sufficient time to evaluate any information or disclosure that any required supplement or amendment the Company has sent to the Proxy Statement/Prospectus is provided Stockholders or otherwise made available to the Company's stockholders orStockholders or (B) to provide additional time to solicit proxies from the Stockholders; provided, if as of further, that the time Company shall not postpone or adjourn the Company Stockholders Meeting to a date that is in the aggregate more than two (2) Business Days after the date for which the Company Stockholders Meeting is was originally scheduled (as set forth in the Proxy Statement/Prospectusother than, following consultation with Parent, any adjournments or postponements required by applicable Law), there are insufficient shares . The Company’s board of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business directors shall recommend such adoption and approval of the Company Stockholders MeetingAgreement and the Merger, and shall take all lawful action to solicit such approval.

Company Stockholders Meeting. (a) The Subject to Applicable Law, the rules and regulations of Nasdaq and the Company, acting through its Board ’s certificate of Directors, shall take all actions in accordance with applicable lawincorporation and bylaws, the Company Chartershall establish a record date for, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent meeting of the stockholders of the Company that are required (the “Company Stockholders’ Meeting”) as soon as reasonably practicable following the date the Form F-4 is declared effective by the rules SEC (and in no event later than forty five (45) days after the commencement of The Nasdaq National Market or the GCL. Notwithstanding anything mailing of the Proxy Statement/Prospectus to the contrary contained Company’s stockholders) for the purpose of voting upon the adoption of this Agreement in this Agreementaccordance with Delaware Law. The Company may not adjourn, the Company, after consultation with Parent, may adjourn recess or postpone the Company Stockholders Stockholders’ Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the extent Company Stockholders’ Meeting without the prior written consent of Parent, (i) if (x) as of the time for which the Company Stockholders’ Meeting is originally scheduled, there are insufficient shares of the Company Common Stock represented (in person or by proxy) necessary to conduct business at the Company Stockholders’ Meeting or the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approval and (y) the Company Stockholders’ Meeting is scheduled to reconvene on a date that is fifteen (15) or less days after the date for which the Company Stockholders’ Meeting was originally scheduled, or (ii) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus required under Applicable Law is timely provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders within a reasonable amount of time in advance of the Company Stockholders’ Meeting.

Company Stockholders Meeting. (ai) The CompanyPromptly after the date hereof, acting through its Board of Directors, shall Company will take all actions action necessary in accordance with applicable law, Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market Stockholders’ Meeting to promptly and duly call, give notice of, convene and hold be held as promptly as practicable, and in any event within sixty forty-five (6045) days after the declaration of effectiveness of the Registration StatementS-4, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b5.3(c), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of the its stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLDelaware Law to obtain such approvals (“Company Stockholder Vote”). Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholders’ Meeting solely to the extent necessary to ensure that any required necessary supplement or amendment to the Joint Prospectus/ Proxy Statement/Prospectus Statement is provided to Company’s stockholders in advance of a vote on this Agreement and the Company's stockholders Merger or, if as of the time for which the Company Stockholders Stockholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders’ Meeting. Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Stockholders’ Meeting are solicited, in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company’s obligation to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 5.2(a)(i) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal (as defined in Section 5.3(a)) or by any Change of Recommendation (as defined in Section 5.3(c)).

Company Stockholders Meeting. As promptly as practicable after the execution of this Agreement, and in no event later than ten business days after the date of this Agreement, Parent shall prepare an Information Statement relating to the adoption of this Agreement and the approval of the Merger and the other transactions contemplated by this Agreement by the Company's stockholders and the exercise of appraisal rights in connection therewith (a) the "Information Statement"). The CompanyCompany shall provide and include in the Information Statement such information relating to the Company and its stockholders as may be required pursuant to the provisions of applicable securities and corporate laws (including, acting through its Board of Directorswithout limitation, shall take all actions Rule 502 under the Securities Act). The Company shall, in accordance with applicable law, the Company Charter, the Company By-Laws its certificate of incorporation and bylaws and the rules applicable requirements of The Nasdaq National Market to promptly and duly callthe Delaware General Corporation Law, give notice of, convene call and hold a special meeting of its stockholders as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statementno later than June 30, the Company Stockholders Meeting 2000, for the purpose of considering permitting them to consider and voting to vote upon the approval adoption of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of the Merger and the other transactions contemplated by this Agreement and (the Merger by "Company Stockholders' Meeting"). The Company shall cause a copy of the stockholders Information Statement to be delivered to each stockholder of the Company and include such recommendation in who is entitled to vote on the Proxy Statement/Prospectus, and (ii) neither Merger. As promptly as practicable after the Company's Board delivery of Directors nor any committee thereof shall effect a Change copies of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b)Information Statement to all stockholders entitled to vote at the Company Stockholders' Meeting, the Company shall use its commercially reasonable best efforts (i) to solicit from its each of such stockholders proxies a proxy in favor of the proposal to adopt and approve adoption of this Agreement and the approval of the Merger and to secure the vote or consent of the stockholders of the Company that are required other transactions contemplated by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, (ii) to solicit from each of such stockholders a proxy in favor of approval of items necessary to prevent any payment or benefit that a Company employee or consultant may receive in connection with the Company, after consultation Merger from being considered a "parachute payment" under Section 280G of the Code; (iii) to cause each of such stockholders who is not an "accredited investor" (as defined in Rule 501 under the Securities Act) to retain a "purchaser representative" (as defined in Rule 501 under the Securities Act) in connection with Parent, may adjourn or postpone evaluating the merits and risks of investing in Parent Common Stock and (iv) to cause each of such stockholders to execute and deliver to Parent a Stockholder Representation Letter substantially in the form of Exhibit E-1 hereto. In lieu of calling and holding the Company Stockholders Meeting Stockholders' Meeting, the Company may solicit written consents (to be effective on or prior to June 30, 2000) in accordance with its certificate of incorporation and bylaws and the applicable requirements of the Delaware General Corporation Law. Parent will reasonably cooperate with the Company with respect to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as matters set forth in this Section 5.2. Parent will promptly provide all information relating to its business or operations necessary for inclusion in the Proxy Statement/Prospectus), there are insufficient shares Information Statement to satisfy all requirements of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meetingapplicable state and federal securities and corporate laws.

Company Stockholders Meeting. (a) The Company, acting through its the Company Board of Directors, shall take all actions in accordance with applicable law, the Company CharterCertificate of Incorporation, the Company By-Laws Bylaws and the rules of The Nasdaq National Market the New York Stock Exchange to promptly and duly call, give notice of, convene and hold as promptly soon as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, practicable the Company Stockholders Meeting for the purpose of considering and voting upon the approval adoption of this Agreement and the MergerAgreement. Subject to Section 6.2(b)5.6, to the fullest extent permitted by applicable lawLaw, (i) the Company's Company Board of Directors shall recommend adoption and approval of this Agreement and approval of the Merger by the stockholders of the Company Stockholders and include such recommendation in the Proxy Statement/Prospectus, Statement and (ii) neither the Company's Company Board of Directors nor any committee thereof shall effect withdraw or modify, or propose or resolve to withdraw or modify in a Change manner adverse to Parent, the recommendation of Recommendation. Unless the Company's Company Board of Directors or any committee thereof shall effect a Change that the Company Stockholders vote in favor of Recommendation the adoption of this Agreement and approval of the Merger. Unless this Agreement has been duly terminated in accordance with Section 6.2(b)the terms herein, the Company shall use shall, subject to the right of the Company Board of Directors to modify its reasonable best efforts recommendation in a manner adverse to Parent under certain circumstances as specified in Section 5.6, take all lawful action to solicit from its stockholders the Company Stockholders proxies in favor of the proposal to adopt and approve this Agreement and approve the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company Stockholders that are required by the rules of The Nasdaq National Market or the GCLNew York Stock Exchange and the DGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders Company Stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The Subject to the Company’s right to terminate this Agreement pursuant to Section 5.6(c) and Article VII hereof, the Company, acting through its the Company Board of Directors, shall take all actions in accordance with applicable law, the Company CharterCertificate of Incorporation, the Company By-Laws Bylaws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, practicable the Company Stockholders Meeting for the purpose of considering and voting upon the approval adoption of this Agreement and the MergerAgreement. Subject to Section 6.2(b), to the fullest extent Except as permitted by applicable lawSections 5.6(a) or (b), (i) the Company's Company Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company Stockholders and include such recommendation in the Proxy Statement/Prospectus, Statement and (ii) neither the Company's Company Board of Directors nor any committee thereof shall effect withdraw or modify in a Change manner adverse to Parent, the recommendation of Recommendation. Unless the Company's Company Board of Directors or any committee thereof shall effect a Change that the Company Stockholders vote in favor of Recommendation the adoption of this Agreement. Unless this Agreement has been duly terminated in accordance with Section 6.2(bthe terms herein (including payment of any termination fees payable under Article VII), subject to the right of the Company Board of Directors to withdraw or modify its recommendation in a manner adverse to Parent under certain circumstances as specified in Sections 5.6(a) or (b), the Company shall use its reasonable best efforts to take all lawful action to solicit from its stockholders the Company Stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and the Merger and to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company Stockholders that are required by the rules of The Nasdaq National Market or the GCLDGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders Company Stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock (i) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (ii) voted to adopt this Agreement.

Company Stockholders Meeting. (a) The Company, acting through its the Company Board of Directors(or a committee thereof), shall (i) as soon as reasonably practicable following confirmation by the SEC (or the staff of the SEC) that it has no further comments on the Proxy Statement take all actions in accordance with applicable lawaction necessary to set a record date for, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration a meeting of effectiveness of the Registration Statement, the Company Stockholders Meeting its stockholders for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of obtaining the Company and include such recommendation in Stockholder Approval (the Proxy Statement/Prospectus, “Company Stockholders Meeting”) and (ii) neither subject to Section 6.4, include in the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), Proxy Statement the Company shall Recommendation and use its reasonable best efforts to obtain the Company Stockholder Approval. The Company shall cause the Proxy Statement to be mailed to the stockholders of the Company as of the record date established for the Company Stockholders Meeting as promptly as reasonably practicable after the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement. Unless the Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Board to modify its recommendation in a manner adverse to Parent under the circumstances specified in Section 6.4(d), use reasonable best efforts to solicit from its the stockholders of the Company proxies in favor of the proposal to adopt and approve this Agreement and approve the Merger and to secure the vote or consent Company Stockholder Approval (it being understood that the foregoing shall not require the Company Board to recommend in favor of the stockholders adoption of the Company that are required by the rules this Agreement, if a Change of The Nasdaq National Market or the GCLRecommendation has been effected in accordance with Section 6.4(d)). Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Meeting (i) after consultation with Parent, solely to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders orof the Company with adequate time to review or (ii) with the consent of Parent (such consent not to be unreasonably withheld), if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Company Stockholders Meeting. (ai) The CompanyPromptly after the date hereof, acting through its Board of Directors, shall Company will take all actions action necessary in accordance with applicable law, Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market Stockholders' Meeting to promptly and duly call, give notice of, convene and hold be held as promptly as practicable, and in any event within sixty forty-five (6045) days after the declaration of effectiveness of the Registration StatementS-4, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b5.3(c), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of the its stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLDelaware Law to obtain such approvals ("COMPANY STOCKHOLDER VOTE"). Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholders' Meeting solely to the extent necessary to ensure that any required necessary supplement or amendment to the Joint Prospectus/ Proxy Statement/Prospectus Statement is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger or, if as of the time for which the Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum -42- necessary to conduct the business of the Company Stockholders Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a)(i) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal (as defined in Section 5.3(a)) or by any Change of Recommendation (as defined in Section 5.3(c)).

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw and its articles of incorporation and bylaws, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") as promptly as practicable, and in any event within sixty (60) days practicable after the declaration of effectiveness of date on which the Registration Proxy Statement, /Prospectus is cleared by the Company Stockholders Meeting SEC for the purpose of considering and voting upon submitting the approval of this Agreement and Company Voting Proposal to the MergerCompany's stockholders for approval. Subject to the provisions of Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b)6.4, the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt Company Voting Proposal and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote of its stockholders required by Law to obtain such approvals. Subject to the provisions of Section 6.4, the Company shall take all other action necessary or, in the reasonable opinion of the Parent, advisable to promptly secure any vote or consent of the Company's stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to Law and the Company's stockholders or, if as articles of incorporation or bylaws to effect the Merger. Without limiting the generality of the time for which foregoing, the Company Stockholders agrees that its obligations pursuant to this Section 6.2 to timely call and conduct the Company Stockholders' Meeting is originally scheduled (as shall not be affected by the commencement, public proposal or communication to the Company of any Acquisition Proposal. The Company shall arrange and set forth in the Proxy Statement/ProspectusProspectus a method by which the Company's stockholders may provide proxies relating to and vote for the Company Voting Proposal by telephone as recommended by the proxy solicitor to be appointed pursuant to Section 6.1(e). In addition, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business each of the Company Stockholders Meetingand Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the transactions contemplated hereby.

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw and its articles of incorporation and bylaws, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) as promptly as practicable, and in any event within sixty (60) days practicable after the declaration of effectiveness of date on which the Registration Proxy Statement, /Prospectus is cleared by the Company Stockholders Meeting SEC for the purpose of considering and voting upon submitting the approval of this Agreement and Company Voting Proposal to the MergerCompany’s stockholders for approval. Subject to the provisions of Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b)6.4, the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt Company Voting Proposal and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote of its stockholders required by Law to obtain such approvals. Subject to the provisions of Section 6.4, the Company shall take all other action necessary or, in the reasonable opinion of the Parent, advisable to promptly secure any vote or consent of the Company’s stockholders required by Law and the Company’s articles of incorporation or bylaws to effect the Merger. Without limiting the generality of the foregoing, the Company agrees that are required its obligations pursuant to this Section 6.2 to timely call and conduct the Company Stockholders’ Meeting shall not be affected by the rules of The Nasdaq National Market commencement, public proposal or the GCL. Notwithstanding anything communication to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that of any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Acquisition Proposal. The Company Stockholders Meeting is originally scheduled (as shall arrange and set forth in the Proxy Statement/ProspectusProspectus a method by which the Company’s stockholders may provide proxies relating to and vote for the Company Voting Proposal by telephone as recommended by the proxy solicitor to be appointed pursuant to Section 6.1(e). In addition, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business each of the Company Stockholders Meetingand Parent shall, or shall cause their respective Affiliates to, prepare and, after consultation with each other, file with the SEC all Other Filings that are required to be filed by such party in connection with the transactions contemplated hereby.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions action necessary in accordance with applicable law, the Company Charter, the Company By-Laws and the rules Organizational Documents of The Nasdaq National Market the Company to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration a meeting of effectiveness of the Registration Statement, the Company Stockholders Meeting its stockholders for the purpose of considering and voting upon obtaining the approval Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of this Agreement the Proxy Statement and the MergerSchedule 13e-3 by the SEC. Subject to Section 6.2(b), to the fullest extent Except as otherwise expressly permitted by applicable lawSection 6.4, the Company shall (i) through the Company's Board of Directors shall recommend adoption and approval of this Agreement and Company Board, recommend, including through a recommendation in the Merger by Proxy Statement, that the stockholders of the Company and include such recommendation vote in favor of the Proxy Statement/Prospectusapproval of this Agreement, and (ii) neither the Company's Board solicit from stockholders of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve approval of this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLAgreement. Notwithstanding anything to the contrary contained in this AgreementAgreement (except for the sentence immediately following this sentence), the Company, after consultation with Parent, may Company (A) shall be required to adjourn or postpone the Company Stockholders Meeting (1) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's ’s stockholders orwithin a reasonable amount of time in advance of the Company Stockholders Meeting or (2) if, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus)scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (B) may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clause (A) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (B) exist); provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 20 Business Days after the date for which the meeting was previously scheduled; provided, further, that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days prior to the Outside Date. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.4(d). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6 shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Acquisition Proposal. If requested by Parent, the Company shall promptly provide to Parent all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions in accordance with action necessary under all applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market Legal Requirements to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness a meeting of the Registration Statementholders of Company Common Stock to consider, the Company Stockholders Meeting for the purpose of considering act upon and voting vote upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and (the Merger "Company Stockholders' Meeting"). The Company Stockholders' Meeting will be held on a date selected by the stockholders of Company as promptly as practicable and in any event within 45 days after the Company Form S-4 Registration Statement is declared effective under the Securities Act so long as such Form S-4 Registration Statement remains in effect and include not subject to any stop orders during such recommendation in the Proxy Statement/Prospectus45-day period; provided, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b)however, the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholder's Meeting to the extent necessary to ensure that any required necessary supplement or amendment to the Prospectus/Proxy Statement/Prospectus Statement is provided to the Company's stockholders in advance of a vote on the Merger Agreement or, if as of the time for which the Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with such Company Stockholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold its respective Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or other Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger. Subject to Section 5.2(c): (i) the board of directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting (the recommendation of the Company's board of directors that the Company's stockholders vote in favor of and adopt this Agreement being referred to as the "Company Board Recommendation"); (ii) the Proxy Statement shall include the Company Board Recommendation; and (iii) neither the board of directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the Company Board Recommendation. For purposes of this Agreement, the Company Board Recommendation shall be deemed to have been modified in a manner adverse to Parent if the Company Board Recommendation shall no longer be unanimous. Nothing in Section 5.2(b) shall prevent the board of directors of the Company from withdrawing, amending or modifying the Company Board Recommendation at any time prior to the adoption of this Agreement by the Required Company Stockholder Vote if (i) a Superior Offer is made to the Company and is not withdrawn, (ii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.3, (iii) the board of directors of the Company concludes in good faith, after having taken into account the advice of the Company's outside legal counsel, that failure to take such action is inconsistent with its fiduciary obligations to the Company's stockholders under applicable law, and (iv) the Company provides Parent with reasonable prior notice of any meeting of the Company's board of directors at which such board of directors is expected to consider such Superior Offer. Nothing contained in this Section 5.2 shall limit the Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting (regardless of whether the Company Board Recommendation shall have been withdrawn, amended or modified).

Company Stockholders Meeting. (a) The Company, acting through its the Company Board of Directorsor any special committee thereof, shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws its Certificate of Incorporation and Bylaws and the rules of The Nasdaq National Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) 45 days after the declaration of effectiveness mailing of the Registration Proxy Statement, the Company Stockholders Stockholders' Meeting for the purpose of considering and voting upon the approval of this Agreement and the MergerCompany Voting Proposal. Subject to Section 6.2(b6.1(b), to the fullest extent permitted by applicable law, (i) the Company's Company Board of Directors or any special committee thereof shall recommend approval and adoption and approval of this Agreement and the Merger Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Company Board of Directors nor any committee thereof shall effect withdraw or modify, or propose or resolve to withdraw or modify in a Change manner adverse to the Buyer, the recommendation of Recommendation. Unless the Company Board that the Company's Board stockholders vote in favor of Directors or any committee thereof shall effect a Change of Recommendation of accordance with the Company Voting Proposal. Subject to Section 6.2(b6.1(b), the Company shall use its take all action that is both reasonable best efforts and lawful to solicit from its stockholders proxies in favor of the proposal to adopt Company Voting Proposal and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Stock Market or the GCLDGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parentthe Buyer, may adjourn or postpone the Company Stockholders Stockholders' Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders' Meeting.

Company Stockholders Meeting. (a) The Subject to Applicable Law, the rules and regulations of Nasdaq and the Company, acting through its Board ’s certificate of Directors, shall take all actions in accordance with applicable lawincorporation and bylaws, the Company Chartershall establish a record date for, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent meeting of the stockholders of the Company that are required (the “Company Stockholders’ Meeting”) as soon as reasonably practicable following the date the Form F-4 is declared effective by the rules SEC (and in no event later than forty five (45) days after the commencement of The Nasdaq National Market or the GCL. Notwithstanding anything mailing of the Proxy Statement/Prospectus to the contrary contained Company’s stockholders) for the purpose of voting upon the adoption of this Agreement in this Agreementaccordance with Delaware Law. The Company may not adjourn, the Company, after consultation with Parent, may adjourn recess or postpone the Company Stockholders Stockholders’ Meeting without the prior written consent of Parent; provided, however, that the Company shall be entitled to postpone or adjourn the extent Company Stockholders’ Meeting without the prior written consent of Parent, (i) if (x) as of the time for which the Company Stockholders’ Meeting is originally scheduled, there are insufficient shares of the Company Common Stock represented (in person or by proxy) necessary to conduct business at the Company Stockholders’ Meeting or the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Requisite Stockholder Approval and (y) the Company Stockholders’ Meeting is scheduled to reconvene on a date that is fifteen (15) or less days after the date for which the Company Stockholders’ Meeting was originally scheduled, or (ii) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus required under Applicable Law is timely provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders within a reasonable amount of time in advance of the Company Stockholders’ Meeting.. 81

Company Stockholders Meeting. (a) The Company, acting through its the Company Board of Directors, shall take all actions in accordance with applicable law, the Company CharterCertificate of Incorporation, the Company By-Laws Bylaws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, practicable the Company Stockholders Meeting for the purpose of considering and voting upon the approval adoption of this Agreement and the MergerAgreement. Subject to Section 6.2(b5.6(c), to the fullest extent permitted by applicable law, (i) the Company's Company Board of Directors shall recommend adoption and approval of this Agreement and approval of the Merger by the stockholders of the Company Stockholders and include such recommendation in the Proxy Statement/Prospectus, Statement and (ii) neither the Company's Company Board of Directors nor any committee thereof shall effect withdraw or modify, or propose or resolve to withdraw or modify in a Change manner adverse to Parent, the recommendation of Recommendation. Unless the Company's Company Board of Directors or any committee thereof shall effect a Change that the Company Stockholders vote in favor of Recommendation the adoption of this Agreement and approval of the Merger. Unless this Agreement has been duly terminated in accordance with Section 6.2(bthe terms herein (including payment of any termination fees payable under Article VII), the Company shall use shall, subject to the right of the Company Board of Directors to modify its reasonable best efforts recommendation in a manner adverse to Parent under certain circumstances as specified in Section 5.6(c), take all lawful action to solicit from its stockholders the Company Stockholders proxies in favor of the proposal to adopt and approve this Agreement and approve the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company Stockholders that are required by the rules of The Nasdaq National Market or and the GCLDGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders Company Stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directorsthe Company Board, shall take all actions in accordance with applicable law, the Company Charter, the Company Byits certificate of incorporation and by-Laws laws and the rules of The Nasdaq the National Market Association of Securities Dealers, Inc. ("NASD") or other applicable securities regulatory agencies to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) 45 days after the declaration of effectiveness mailing of the Registration Proxy Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the MergerCompany Voting Proposal. Subject to Section 6.2(b6.1(b), to the fullest extent permitted by applicable law, (i) the Company's Company Board of Directors shall recommend approval and adoption and approval of this Agreement the Company Voting Proposal and the Merger OCSN Transaction by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Company Board of Directors nor any committee thereof shall effect withdraw or modify, or propose or resolve to withdraw or modify in a Change manner adverse to the Buyer, the recommendation of Recommendation. Unless the Company Board that the Company's Board stockholders vote in favor of Directors or any committee thereof shall effect a Change of Recommendation of accordance with the Company Voting Proposal. Subject to Section 6.2(b)6.1, the Company shall use its take all action that is both reasonable best efforts and lawful to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement Company Voting Proposal and the Merger OCSN Transaction and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market the NASD, any other applicable securities regulatory agencies or the GCLDGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parentthe Buyer, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), Statement there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions in accordance with action necessary under all applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market Legal Requirements to promptly and duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock (the "COMPANY STOCKHOLDERS' MEETING") to consider, act upon and vote upon the adoption of this Agreement and approval of the Merger. The Company Stockholders' Meeting will be held as promptly as practicable, practicable and in any event within sixty forty-five (6045) days after the declaration of effectiveness of S-4 Registration Statement is declared effective under the Registration StatementSecurities Act; PROVIDED, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b)HOWEVER, to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholders' Meeting to the extent necessary to ensure that any required necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders' Meeting are solicited, in compliance with all applicable Legal Requirements; PROVIDED, HOWEVER that the Company shall not be obligated to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 6.2(a) if in accordance with Section 6.2(c) the Board of Directors of the Company withdraws, amends or modifies its unanimous recommendation in favor of the Merger and accepts or recommends to the stockholders of the Company a Superior Offer.

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through its Board as soon as practicable following the date of Directorsthis Agreement, shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness a meeting of the Registration Statement, holders of the Company Stockholders Meeting Common Stock (the “Company Stockholders’ Meeting”) for the purpose of considering and voting upon seeking the approval of this Agreement and Company Requisite Vote. The Company shall, through the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable lawCompany Board, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders to holders of the Company and include such recommendation in Common Stock that they give the Proxy Statement/Prospectus, Company Requisite Vote (the “Company Recommendation”) and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company Requisite Vote (including by soliciting proxies from the Company’s stockholders), except to the extent that are required the Company Board shall have effected a Change in Recommendation, as permitted by the rules of and determined in accordance with Section 6.4(c). The Nasdaq National Market or the GCLCompany shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholders’ Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required necessary supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders orholders of Company Common Stock sufficiently in advance of a vote on this Agreement and the Company Merger to ensure that such vote occurs on the basis of full and complete information as required under applicable Law or (B) after consultation with Parent, if as additional time is reasonably required to solicit proxies in favor of the time adoption of this Agreement and the Company Merger; provided, that, in the case of this clause (B), without the consent of Parent, in no event shall the Company Stockholders’ Meeting (as so postponed or adjourned) be held on a date that is more than 30 days after the date for which the Company Stockholders Stockholders’ Meeting is was originally scheduled (as set forth scheduled. Unless this Agreement shall have been terminated in accordance with Article VIII, the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business obligation of the Company Stockholders Meetingto call, give notice of, convene and hold the Company Stockholders’ Meeting and mail the Proxy Statement to the Company’s stockholders shall not be affected by a Change in Recommendation.

Company Stockholders Meeting. (a) The Company, acting through its Board As promptly as reasonably practicable after the date of Directors, shall take all actions in accordance with applicable lawthis Agreement, the Company Charter, shall prepare and file with the SEC a preliminary Proxy Statement relating to the Company By-Laws Stockholders’ Meeting. Parent, Merger Sub and their counsel shall be given reasonable opportunity to review and comment on the rules Proxy Statement and any amendments or supplements thereto in advance of The Nasdaq National Market filing the same with the SEC or mailing to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the MergerStockholders. Subject to Section 6.2(b5.02(c), the Company shall, through the Board of Directors of the Company, include in the Proxy Statement the Company Recommendation (to the fullest extent permitted by applicable lawapplicable). The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to the Company Stockholders and at the time of the Company Stockholders’ Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or any of its Subsidiaries for inclusion or incorporation by reference in the Proxy Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall use commercially reasonable efforts to obtain and furnish the information required by applicable Law to be included in the Proxy Statement, and Parent shall promptly furnish to the Company all information concerning Parent and Merger Sub that is required or reasonably requested by the Company in connection with the Proxy Statement. The Company shall (i) provide Parent, Merger Sub and their counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement as soon as reasonably practicable after the receipt thereof, (ii) consult in good faith with Parent, Merger Sub and their counsel prior to responding to any such comments, and (iii) provide Parent, Merger Sub and their counsel with a copy of any written responses thereto and telephonic notification of any oral responses thereto made by the Company or its counsel. The Company agrees to use commercially reasonable efforts, after consultation with the other parties hereto, to respond promptly to any comments made by the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after clearance of the Proxy Statement by the SEC. The Company's , Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and mailed to Company Stockholders to the extent required by applicable Federal securities Laws. Unless this Agreement is validly terminated in accordance with its terms pursuant to Article VIII, the Company shall submit this Agreement to its stockholders at the Company Stockholders’ Meeting even if the Company’s Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the have withdrawn, modified or qualified its recommendation thereof or otherwise effected a Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor Adverse Recommendation Change or proposed or announced any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts intention to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meetingdo so.

Company Stockholders Meeting. (a) The CompanyCompany shall take, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw the Company's certificate of incorporation and bylaws, all actions necessary to (a) establish a record date for, duly call and give notice of the Company Stockholders Meeting (the record date for the Company Stockholders Meeting, the Company Charter, "Record Date") to consider and vote upon (i) the adoption of this Agreement and (ii) a non-binding advisory vote on "goldenparachute" executive compensation arrangements if required by Rule 14a-21(c) under the Exchange Act; and (b) mail the Company By-Laws Proxy Statement to the stockholders of record of the Company and to other stockholders as required by Rule 14a-13 of the rules Exchange Act, as of The Nasdaq National Market to promptly and duly callthe Record Date, give notice ofin each case, convene and hold as promptly as practicable, practicable after the date of this Agreement (and in any event within sixty five (605) days after Business Days following the declaration of effectiveness date on which the SEC (or the staff of the Registration SEC) confirms that it has no further comments on the Company Proxy Statement); provided, that the Company shall not be required to mail the Company Proxy Statement prior to the later of (i) the Solicitation Period End-Date or (ii) the end of discussions with any Excluded Party permitted pursuant to Section 5.4(b) (and without regard to any subsequent discussions permitted pursuant to Section 5.4(c)), (the date the Company mails the Company Proxy Statement, the "Proxy Date"). Following the Proxy Date, the Company shall **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** call and hold the Company Stockholders Meeting as promptly as practicable (but in any event, the Company shall not be required to hold the Company Stockholders Meeting prior to the later of (i) January 18, 2017 or (ii) thirty-five (35) calendar days following the mailing of the definitiveCompany Proxy Statement for the purpose of considering and voting upon the approval on adoption of this Agreement and Agreement; provided, however, for the Merger. Subject to Section 6.2(b)avoidance of doubt, to the fullest extent permitted by applicable law, Company may postpone or adjourn the Company Stockholders Meeting: (i) with the prior written consent of Parent; (ii) for the absence of a quorum (not to exceed thirty (30) calendar days); and (iii) to allow reasonable additional time (not to exceed thirty (30) calendar days) for the filing and distributionof any supplemental or amended disclosure with respect to the transaction contemplated by this Agreement which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company's stockholders prior to the Company Stockholders Meeting. Notwithstanding the foregoing, after the Company Stockholders Meeting has been convened, the Company shall, upon the request of Parent unless the Company Board determines,following a Change in Recommendation in connection with an Intervening Event, that such adjoumment would be inconsistent with its fiduciary duties under applicable Law, and the Company may, if Parent does not make such request, adjourn the Company Stockholders Meeting on one or more occasions to the extent necessary to solicit additional proxies in favor of Directors shall recommend adoption and approval of this Agreement and the Merger Agreement, for such time period as determinedby Parent (or, if Parent does not make such request, as determined by the stockholders Company); provided., however that (x) such adjournment shall not exceed ten (10) calendar days for each such adjournment; (y) the Company Stockholders Meeting shall not be adjourned by more than thirty (30) calendar days in the aggregate from the originally scheduled date of the Company and include such recommendation in the Proxy Statement/Prospectus, Stockholders Meeting; and (iiz) neither no such adjournment shall be permitted if the Company's Board Company shall have received by the Company Stockholders Meeting an aggregate number of Directors nor proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 6.1(a) would be satisfied if a vote were taken at the Company Stockholders Meetings. Once the Company has established the Record Date, the Company shall not establish a different record date without the prior written consent of Parent, including as a result of any committee thereof shall effect a Change adjournment of Recommendationthe Company Stockholders Meeting pursuant to the prior sentence. Unless the Company's Company Board of Directors or any committee thereof shall effect have effected a Change of Company Adverse Recommendation of accordance with Section 6.2(b)Change, the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and Agreement. In the Merger and to secure the vote or consent of the stockholders of event the Company that are required by Board shall have effected a Company Adverse Recommendation Change, the rules Company shall use reasonable best efforts to solicit the return of The Nasdaq National Market or proxies regarding the GCL. Notwithstanding anything to the contrary contained in adoption of this Agreement, the Company, after consultation . The Company shall use reasonable best efforts to ensure that all proxies solicited in connection with Parent, may adjourn or postpone the Company Stockholders Meeting are solicited in compliance with all applicable Law. Unless this Agreement is valídly terminated in accordance with Article VH, the Company shall submit this Agreement to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's its stockholders or, if as of the time for which at the Company Stockholders Meeting is originally scheduled even if the Company Board shall have effected a Company Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, upon the reasonable request of Parent, use reasonable best efforts to advise Parent at least on a daily basis on each of the last seven (as set forth in 7) Business Days prior to the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business date of the Company Stockholders Meeting.Meeting as to the aggregate tally of proxies received by the Company with respect to the adoption of this Agreement. **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 **

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, Company shall take all actions action necessary, in accordance with applicable lawLaw and its Organizational Documents, the Company Charterto establish a Record Date for, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting as promptly as reasonably practicable after the Clearance Date for purposes of securing the purpose of considering and voting upon Company Stockholder Approvals. The Company shall not change the approval of this Agreement and the MergerRecord Date without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Subject to Section 6.2(b)The Company shall not postpone, to the fullest extent permitted by applicable law, recess or adjourn such meeting except (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement or the Schedule 13E-3 is provided to the Company's ’s stockholders orwithin a reasonable amount of time in advance of the Company Stockholders Meeting, (ii) if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the definitive Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock Shares represented (either in person or by proxy) in order to constitute establish a quorum necessary or to conduct obtain the business Company Stockholder Approvals, (iii) to comply with applicable Law or (iv) with the prior consent of Parent; provided, that in the case of clause (ii), in no event shall the Company postpone or adjourn the Company Stockholders Meeting, by more than ten Business Days in connection with any one postponement, recess or adjournment. The Company shall, at the instruction of Parent, postpone or adjourn the Company Stockholders Meeting if there are not sufficient votes in person or by proxy to secure the Company Stockholder Approvals to allow reasonable time (but in no event more than ten Business Days) for the solicitation of proxies for the purpose of obtaining the Company Stockholder Approvals. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.4(a) shall not be affected by commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or any event constituting or that could constitute an Intervening Event.

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through its Board as promptly as practicable after clearance of Directorsthe Proxy Statement by the SEC, shall take all actions in accordance with applicable lawestablish a record date for, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicablehold, and in any event within sixty (60) days after the declaration a meeting of effectiveness of the Registration Statement, the Company Stockholders Meeting its stockholders for the purpose of considering and voting upon obtaining the approval of this Agreement and Required Company Stockholder Vote (the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i“Company Stockholders’ Meeting”) in accordance with the Company's Board ’s certificate of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectusincorporation, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b)bylaws, the DGCL and all other applicable Legal Requirements. The Company shall use its commercially reasonable best efforts to (i) at the Company’s expense, solicit from its stockholders proxies in favor of the proposal Required Company Stockholder Vote and will take all other action necessary or advisable to adopt and approve this Agreement and the Merger obtain such approvals and to secure the vote or consent of its stockholders required by the stockholders Company’s certificate of incorporation, the DGCL and all other applicable Legal Requirements, and (ii) ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with the Company’s certificate of incorporation, bylaws, the DGCL and all other applicable Legal Requirements. The Company (i) shall consult with Parent regarding the date of the Company Stockholders’ Meeting, and (ii) shall not postpone or adjourn the Company Stockholders’ Meeting without the prior written consent of Parent; provided, however, that are required by the rules of The Nasdaq National Market or the GCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company may adjourn or postpone the Company Stockholders Stockholders’ Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement (which determination shall not be made before consulting with Parent) is provided to Company stockholders in advance of a vote on the Company's stockholders orMerger and this Agreement, (ii) if as of at the time for which the Company Stockholders Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus)scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to for the conduct of business, or (iii) for the business purpose of the Company Stockholders Meetingsoliciting additional proxies.

Company Stockholders Meeting. (a) The CompanyCompany will take, acting through its Board of Directors, shall take all actions in accordance with applicable lawLaw and its certificate of incorporation and bylaws, all action necessary to convene a meeting of its stockholders (including any adjournment, recess, postponement or other delay thereof, the “Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold Stockholders Meeting”) as promptly as practicable, and in any event within sixty (60) days reasonably practicable after the declaration of effectiveness of the Registration Statement, the SEC Clearance Date (which Company Stockholders Meeting shall in no event be scheduled initially for a date that is later than the purpose 40th day following the first mailing of considering the Proxy Statement to the holders of the shares of Company Stock without the prior written consent of Parent), to consider and voting vote upon the approval adoption of this Agreement and the Merger. Subject to Section 6.2(b)cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the fullest extent permitted advised by applicable law, (i) counsel to be necessary to comply with Law or pursuant to the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLfollowing sentence. Notwithstanding anything to the contrary contained in this Agreement, (a) the CompanyCompany (acting on the recommendation of the Special Committee) may (and if requested by Parent on no more than two occasions, after consultation with Parentshall for a reasonable period of time not to exceed ten Business Days in the aggregate) adjourn, may adjourn recess, postpone or postpone otherwise delay the Company Stockholders Meeting for a reasonable period to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders orsolicit additional proxies, if as of the time for which the Company Stockholders Meeting is originally scheduled (or Parent, as set forth in the Proxy Statement/Prospectus)applicable, reasonably believes there are will be insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary either to conduct the business of the Company Stockholders Meeting or to obtain the Requisite Company Stockholder Approvals (it being understood that the Company may not postpone or adjourn the Company Stockholders Meeting more than two times pursuant to this clause (a) without Parent’s prior written consent) and (b) the Company (acting on the recommendation of the Special Committee) may adjourn, recess, postpone or otherwise delay the Company Stockholders Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting; provided that, in the case of each of the foregoing clauses (a) and (b), unless agreed in writing by the Company and Parent, any single such adjournment, recess or postponement shall be for a period of no more than ten Business Days. Subject to Section 6.3(e), the Company Board shall include the Company Recommendation in the Proxy Statement and shall use reasonable best efforts to obtain the Requisite Company Stockholder Approvals. Subject to the provisions of this Agreement, the Company will conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Company Stockholder Meeting can be held promptly following the effectiveness of the Proxy Statement.

Company Stockholders Meeting. (a) The CompanyPromptly after the date hereof, acting through its Board of Directors, the Company shall take all actions action necessary in accordance with the applicable law, the Company Charter, the Company By-Laws Law and its Certificate of Incorporation and Bylaws and the rules of The Nasdaq National Market NASDAQ to promptly and duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within sixty (60) 60 days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval adoption of this Agreement and the MergerAgreement. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect a Change of Recommendation. Unless the Company's Board of Directors or any committee thereof shall effect a Change of Recommendation of accordance with Section 6.2(b5.2(c), the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the proposal to adopt and approve adoption of this Agreement and the Merger and will take all other action necessary to secure the vote or consent of the its stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLNASDAQ and applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, Company (i) may adjourn or postpone the Company Stockholders Stockholders' Meeting to the extent necessary to ensure that any required necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders orin advance of a vote on this Agreement or (ii) shall (unless Parent otherwise consents in writing) adjourn or postpone the Company Stockholders' Meeting, if as of the time for which the Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus)) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders' Meeting.. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with applicable Law, the Company's Certificate of Incorporation and Bylaws, the rules of NASDAQ and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section

Company Stockholders Meeting. (a) The Company, acting through its Board of Directors, shall take all actions in accordance with applicable law, the Company Charter, the Company By-Laws and the rules of The Nasdaq National Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within sixty (60) days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the approval of this Agreement and the Merger. Subject to Section 6.2(b), to the fullest extent permitted by applicable law, (i) the Company's Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the stockholders of the Company and include such recommendation in the Proxy Statement/Prospectus, and (ii) neither the Company's Board of Directors nor any committee thereof shall effect withdraw or modify, or propose or resolve to withdraw or modify in a Change manner adverse to Parent, the recommendation of Recommendation. Unless the Company's Board of Directors that the Company's stockholders vote in favor of the adoption and approval of this Agreement and the Merger. Unless such recommendation shall have been modified or any committee thereof shall effect a Change of Recommendation of withdrawn in accordance with Section 6.2(b)) and this Agreement terminated and the fee and expenses due under Section 8.3 paid, the Company shall use its reasonable best efforts take all lawful action to solicit from its stockholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company that are required by the rules of The Nasdaq National Market or the GCLDGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus Statement is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting.