Common use of Company Stockholders Meeting Clause in Contracts

Company Stockholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessary, including under the DGCL, to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of adopting this Agreement (including any adjournment, recess or postponement thereof, the “Stockholders Meeting”) and shall not postpone, recess or adjourn such meeting; provided that the Company may postpone, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms.

Company Stockholders Meeting. The CompanyCompany will take, acting through in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of holders of Shares (the “Company Board (or a committee thereof), shall, Stockholders Meeting”) as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been S4 Registration Statement is declared effective, take all action necessary, including under effective to consider and vote upon the DGCL, to duly call, give notice of, convene and hold a meeting approval of its stockholders for the purpose of adopting this Agreement (including any adjournment, recess or postponement thereof, the “Stockholders Meeting”) and shall not postpone, recess or adjourn to cause such meetingvote to be taken; provided that nothing herein shall prevent the Company may postpone, recess from postponing or adjourn adjourning the Company Stockholders Meeting on any occasion if (i) to the extent required there are holders of insufficient Shares present or represented by applicable Law or (ii) if a proxy at the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct at the business of the Company Stockholders Meeting, then in each case (ii) the Company may postpone, recess is required to postpone or adjournadjourn the Company Stockholders Meeting by applicable Law or a request from the SEC or its staff, or make one (iii) the Company Board shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or more successive postponements, recesses appropriate to postpone or adjournments of, adjourn the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Company Stockholders Meeting is in order to (x) give the holders of Shares sufficient time to evaluate any information or disclosure that the Company has sent to the holders of Shares or otherwise made available to the holders of Shares, or (y) to provide additional time to solicit proxies from the holders of Shares; provided, further, that the Company shall not postponed, recessed postpone or adjourned adjourn the Company Stockholders Meeting to a date that is in the aggregate more than thirty (30) 45 days after the date on for which the Company Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) on or after three business days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside DateTermination Date (other than, following consultation with Parent, any adjournments or postponements required by applicable Law or a request from the SEC or its staff). The Company, acting through Company shall promptly provide Parent with all voting tabulation reports relating to the Company Board (Stockholders Meeting that have been prepared by the Company or the Special Committee)Company’s transfer agent, shallproxy solicitor or other Representative, unless and shall otherwise keep Parent reasonably informed regarding the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion status of the Special Committee Financial Advisor, dated as of the date of this Agreement, solicitation and any material oral or written communications from or to the effect that the Merger Consideration is fair, from a financial point of view, Company. Subject to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.25.2, the Company Company’s board of directors shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to recommend the contrary contained in this Agreement, if subsequent to the date approval of this Agreement a Change of Company Recommendation and shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement take all lawful action to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termssolicit such approval.

Company Stockholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, shall duly take all lawful action necessary, including under the DGCL, to duly call, give notice of, convene and hold the Company Stockholders’ Meeting on a meeting date as soon as practicable following the effectiveness of its stockholders the Form F-4 solely for the purpose of adopting obtaining the Company Stockholder Approval, and shall use reasonable best efforts to solicit the adoption of this Agreement (including any adjournment, recess or postponement thereofby such stockholders. Once the Company Stockholders’ Meeting has been noticed, the “Stockholders Meeting”) and Company shall not postpone, recess postpone or adjourn such meeting; provided meeting without the consent of Parent, other than for an absence of a quorum or to allow additional time for the filing and mailing of any supplemental or additional disclosure that the Company may postpone, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if Board of Directors of the Company (or the Special Committee) reasonably believes that (A) it has determined is necessary to postponeunder applicable Law. The foregoing sentence notwithstanding, recess or adjourn if on a date for which the Stockholders Company Stockholders’ Meeting to ensure that any required supplement or amendment to is scheduled, the Form S-4 or the Joint Proxy Statement is provided to its stockholders Company has not received proxies representing a reasonable amount sufficient number of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient shares to obtain the Requisite Company Stockholder ApprovalsApproval, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses postponements or adjournments of, of the Stockholders Company Stockholders’ Meeting, as long as, in ; provided that the case of any postponement, recess or adjournment, the Stockholders Company Stockholders’ Meeting is not postponed, recessed postponed or adjourned to a date that is more later than thirty the earlier of (30x) the date that is 30 days after the date on for which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Company Stockholders’ Meeting was originally scheduled and (y) a the date that is less than five (5) ten Business Days prior to the Outside Date). The Company, acting through Unless the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has shall have made a Company Adverse Recommendation Change of Company Recommendation in accordance with Section 7.25.02, (1) the Board of Directors of the Company shall include the Company Recommendation in the Joint Proxy Statement Statement/Prospectus, and shall not (i) make a Company Adverse Recommendation Change or (ii) take any other action or make any other public statement in connection with the Company Recommendation, (2) include in Stockholders’ Meeting inconsistent with such recommendation. Without limiting the Joint Proxy Statement the written opinion generality of the Special Committee Financial Advisorforegoing, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of ParentCompany’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and obligations pursuant to the written request from Parent if Parent reasonably believes that (Afirst sentence of this Section 6.01(f) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, of any Takeover Proposal (whether or not a quorum is presentSuperior Proposal), any Non-Superior Proposal Event or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Adverse Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsChange.

Company Stockholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall, as in accordance with its Constituent Documents and Applicable Law, promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessary, including required under the DGCL, the Company’s Constituent Documents and the applicable requirements of NASDAQ to duly call, give notice of, convene and hold as promptly as reasonably practicable following the date upon which the Proxy Statement is cleared by the SEC, a meeting of its the stockholders of the Company (the “Company Stockholders’ Meeting”) for the purpose of adopting seeking the Company Stockholder Approval, with the record date and meeting date being selected after reasonable consultation with Parent; and shall, unless the Company Board has effected an Adverse Recommendation Change or shall have resolved to do so, in each case in accordance with Section 8.4, (a) recommend adoption of this Agreement and include in the Proxy Statement such recommendation and (b) use reasonable best efforts to obtain the Company Stockholder Approval including any adjournment, recess or postponement thereof, the “Stockholders Meeting”) and shall not postpone, recess or adjourn soliciting such meeting; provided that the adoption. The Company may postpone, recess or adjourn the Stockholders Company Stockholders’ Meeting (i) to with the extent required by applicable Law or written consent of Parent, (ii) if as of the time for which the Company Stockholders’ Meeting is originally scheduled (or as set forth in the Special CommitteeProxy Statement) reasonably believes that (A) it the Company is necessary unable to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to obtain a quorum of its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Company Stockholders’ Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case Company Stockholders’ Meeting or (iii) to allow additional time for the filing and distribution of any amended or supplemental disclosure which the Company may postponeBoard has determined in good faith is necessary or advisable under Applicable Law and for such amended or supplemental disclosure to be reviewed by the stockholders of the Company prior to the Company Stockholders’ Meeting. Notwithstanding the foregoing, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent Parent, the Company Stockholders’ Meeting will not be postponed or adjourned (A) by more than ten (10) calendar days at a time without the prior written consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed so long as the Stockholders Meeting is not postponed, recessed conditioned) of Parent or adjourned to (xB) a date that is by more than sixty thirty (6030) calendar days in the aggregate after the date on which the Stockholders Stockholder Meeting was originally scheduled and (y) a scheduled. In no event will the record date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through of the Company Board Stockholders’ Meeting be changed without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or the Special Committeeconditioned), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or required by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsApplicable Law.

Company Stockholders Meeting. The Company will take, in accordance with applicable Law and the certificate of incorporation and bylaws of the Company, acting through the Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessarynecessary to set a record date for, including under the DGCL, to duly call, give notice of, convene and hold a meeting of its the stockholders for of the purpose of adopting this Agreement Company (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) as promptly as reasonably practicable after the SEC Clearance Date (which Company Stockholders Meeting shall in no event be scheduled initially for a date that is later than the 30th day following the first mailing of the Proxy Statement to the stockholders of the Company without the written consent of Parent), to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone, recess postpone or adjourn such meeting; provided that , except to the Company may postponeextent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if the Company (or acting on the recommendation of the Special Committee) may adjourn, recess, or postpone the Company Stockholders Meeting for a reasonable period to solicit additional proxies, if the Company reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount there will be insufficient shares of time in advance capital stock of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary either to conduct the business of the Company Stockholders Meeting, then in each case Meeting or to obtain either of the Requisite Company Stockholder Approvals (it being understood that the Company may postpone, recess not postpone or adjourn, adjourn the Company Stockholders Meeting on more than two (2) occasions or make one or for more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, than two (2) months in the case of any postponementaggregate pursuant to this clause (i) without Parent’s prior written consent, recess or adjournment, the Stockholders Meeting is not postponedbut in no event shall such adjourned, recessed or adjourned to a date that is more than thirty (30) days after the date on which the postponed Company Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less held later than five (5) Business Days prior to the Outside Date) and (ii) the Company (acting on the recommendation of the Special Committee) may adjourn, recess, or postpone 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 (i) and (ii), 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 (10) calendar days. The CompanySubject to Section 6.2, acting through the Company Board (or shall include the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) shall use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2Once established, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to not change the contrary contained in this Agreement, if subsequent to the record date of this Agreement a Change of Company Recommendation shall have occurred, for the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termswithout the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as required by applicable Law.

Company Stockholders Meeting. The Company shall take all lawful action to call, give notice of, convene and, after the commencement of the mailing of the Proxy Statement to the Company’s stockholders, acting through hold the Company Board (or a committee thereof), shall, Stockholders’ Meeting as promptly as practicable (for the purpose of obtaining the Company Stockholder Approval. Unless this Agreement is validly terminated in accordance with Section 9.01, the Company agrees that this Agreement shall be submitted for adoption by the stockholders of the Company at the Company Stockholders’ Meeting and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessary, including under obligation of the DGCL, Company to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of adopting Company Stockholders’ Meeting and to submit this Agreement (including any adjournment, recess or postponement thereof, for adoption at the “Stockholders Meeting”) and Company Stockholders’ Meeting shall not postpone, recess be limited or adjourn such meeting; provided that the Company may postpone, recess or adjourn the Stockholders Meeting otherwise affected by (i) the commencement, disclosure, announcement or submission to the extent required by applicable Law Company or its stockholders of any Competing Transaction; or (ii) if any Change in the Company (or Recommendation. Subject to Section 7.03(d), the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to Company shall solicit from its stockholders a reasonable amount of time proxies in advance favor of the Stockholders Meeting adoption of this Agreement. Unless this Agreement is validly terminated in accordance with Section 9.01, the Company agrees that it shall not submit to a vote of the stockholders of the Company any Competing Transaction or Competing Transaction Agreement (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvalsin either case, whether or not a quorum is present, or (2Superior Proposal) insufficient Shares will be represented (either in person or by proxy) prior to the vote of the Company’s stockholders regarding the adoption of this Agreement at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Company Stockholders’ Meeting, then in each case . Parent may request on one occasion that the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Stockholders’ Meeting is not postponed, recessed be postponed or adjourned for up to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) 15 Business Days prior to (but in any event no later than the Outside Date). The Company, acting through (x) in order to solicit additional proxies for the purpose of obtaining the Company Board Stockholder Approval (or the Special Committee), shall, unless prior to such adjournment the Company Board or shall have received an aggregate number of proxies voting for the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date adoption of this Agreement, to the effect which have not been withdrawn, such that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiariescondition in Section 8.01(b) will be satisfied at such meeting), (3y) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, not present or (Bz) insufficient Shares will be represented in order to allow reasonable additional time for (either in person or by proxy1) the filing and mailing of, at the Stockholders reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated to, and reviewed by, the stockholders of the Company prior to the Company Stockholders’ Meeting, in which event the Company shall cause the Company Stockholders’ Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board be postponed or the Special Committee has made a Change of Company Recommendation adjourned in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms’s request.

Company Stockholders Meeting. (i) The Company, acting through the Company Board (or a committee thereof), shallwill, as promptly as practicable (in accordance with applicable Law and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effectiveCompany Charter and Company Bylaws, take all action necessaryestablish a record date for, including under the DGCL, to duly call, call and give notice of, and use its reasonable best efforts to convene and hold a meeting of its stockholders for holders of Shares to consider and vote upon the purpose adoption of adopting this Agreement Agreement, which meeting shall in any event take place within 45 days after the declaration of the effectiveness of the Form S-4 (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) ). The Company shall use its reasonable best efforts to hold the Company Stockholders Meeting on the same day as the Parent Stockholders Meeting as soon as practicable after the date on which the Registration Statement becomes effective. Subject to the provisions of Section 5.2, the Company Board shall include the Company Board Recommendation in the Joint Proxy Statement/Prospectus and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall not postponeuse its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, recess (x) if on or adjourn such meeting; provided that before the date on which the Company may postpone, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if is scheduled, the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1i) it will not receive proxies sufficient to obtain representing the Requisite Company Stockholder ApprovalsApproval, whether or not a quorum is present, present or (2ii) insufficient it will not have enough Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, then in each case the Company may postpone(and, recess if requested by Parent, the Company shall) postpone or adjourn, or make one or more successive postponements, recesses postponements or adjournments of, the Company Stockholders Meeting and (y) the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meeting, as long as, in as the case date of any postponement, recess or adjournment, the Company Stockholders Meeting is not postponed, recessed postponed or adjourned to a date that is more than thirty (30) an aggregate of 15 calendar days after in connection with any such postponements or adjournments pursuant to either or both of the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to preceding clauses (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms.

Company Stockholders Meeting. (i) The Company, acting through the Company Board (or a committee thereof), shallwill, as promptly as practicable (in accordance with applicable Law and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effectiveits certificate of incorporation and bylaws, take all action necessaryestablish a record date for, including under the DGCL, to duly call, call and give notice of, and use its reasonable best efforts to convene and hold a meeting of its stockholders for holders of Shares to consider and vote upon the purpose adoption of adopting this Agreement Agreement, which meeting shall in any event take place within 45 days after the declaration of the effectiveness of the Registration Statement (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) ). The Company shall use its reasonable best efforts to hold Company Stockholders Meeting on the same day as the Parent Stockholders Meeting and as soon as practicable after the date on which the Registration Statement becomes effective. Subject to the provisions of Section 5.2, the Company Board shall include the Company Board Recommendation in the Joint Proxy Statement/Prospectus and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall not postponeuse its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, recess (A) if on or adjourn such meeting; provided that before the date on which the Company may postpone, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if is scheduled, the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain representing the Requisite Company Stockholder ApprovalsApproval, whether or not a quorum is present, present or (2) insufficient it will not have enough Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, then in each case the Company may postpone(and, recess if requested by Parent, the Company shall) postpone or adjourn, or make one or more successive postponements, recesses postponements or adjournments of, the Company Stockholders Meeting and (B) the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meeting, as long as, in as the case date of any postponement, recess or adjournment, the Company Stockholders Meeting is not postponed, recessed postponed or adjourned to a date that is more than thirty (30) an aggregate of 30 days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned in connection with any such postponements or delayed so long as the Stockholders Meeting is not postponed, recessed adjournments pursuant to either or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion both of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that preceding clauses (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or and (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms).

Company Stockholders Meeting. The Company, acting through the Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessary, including under the DGCL, to duly call, give notice of, convene will call and hold a meeting of its the stockholders of the Company for the purpose of adopting voting upon the adoption of this Agreement and the transactions contemplated by this Agreement (including any adjournment, recess or postponement thereofsuch meeting, the “Stockholders Company Stockholders’ Meeting”) ). The Company Stockholders’ Meeting will be held as promptly as practicable following the earliest of the date on which the SEC staff advises the Company that it has no further comments on the Proxy Statement and Schedule 13E-3 or that it is not reviewing the Proxy Statement and Schedule 13E-3. The date of the Company Stockholders’ Meeting and the record date therefor shall be set in consultation with Parent. The Company shall not postpone, recess or adjourn such meeting; provided that the Company may postpone, recess postpone or adjourn the Stockholders Meeting (i) Company Stockholders’ Meeting, except to the extent required by applicable Law or requested by Parent (iiin Parent’s sole discretion) to permit additional time to solicit the Required Stockholder Vote if sufficient proxies constituting the Required Stockholder Vote have not been received by the Company. If prior to the Company (or Stockholders’ Meeting there has not been a sufficient number of proxies cast to constitute the Special Committee) reasonably believes that (A) it is necessary to postponeRequired Stockholder Vote, recess the Company will, at Parent’s written request, postpone or adjourn the Stockholders Company Stockholders’ Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of one time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to a date that is more and for no longer than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date)days. The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company Each Party shall keep Parent the other Party reasonably updated with respect to proxy solicitation results as reasonably requested by Parentresults. Notwithstanding anything to the contrary contained in this Agreement, if subsequent unless this Agreement shall have been terminated prior to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Stockholders’ Meeting unless and until this Agreement is terminated in accordance with its terms, the obligation of the Company to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 5.03 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by the making of an Adverse Company Recommendation.

Company Stockholders Meeting. (a) The CompanyCompany shall, acting through the Company Board (or a committee thereof), shallin accordance with applicable Law and its certificate of incorporation and bylaws, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effectivefiling of the preliminary Proxy Statement with the SEC, take all action necessaryestablish a record date for (which shall be as promptly as reasonably practicable following the date of this Agreement), including under the DGCL, to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose holders of adopting this Agreement Shares (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) (which shall be held as promptly as reasonably practicable after the Clearance Date), to consider and vote upon the approval and adoption of this Agreement and to cause such vote to be taken, and shall not postpone, recess postpone or adjourn such meeting; provided , except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. The Company will schedule the Company Stockholders Meeting to be held within thirty (30) days of the initial mailing of the Proxy Statement (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date of mailing the Proxy Statement is insufficient time to submit and obtain the Requisite Stockholder Vote, such later date as advised by such proxy solicitor and to which Parent consents, such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, (i) the Company may postponeadjourn, recess or adjourn postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Stockholders Meeting (i) for a reasonable period to the extent required by applicable Law or (ii) solicit additional proxies, if the Company (or the Special Committee) Parent, respectively, reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it there will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) be insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or to obtain the Requisite Stockholder Vote (provided, then that, (x) unless agreed in each case writing by the Company may postponeand Parent, recess or adjourn, or make one or more successive postponementsall such adjournments, recesses or adjournments of, postponements shall be for periods of no more than ten (10) Business Days each and (y) in no event shall the Stockholders Meeting, as long as, in record date of the case of any postponement, recess or adjournment, the Company Stockholders Meeting is not postponed, recessed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled be changed without the Parent’s prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed so long as delayed)) and (ii) the Company may adjourn, recess or postpone the Company Stockholders Meeting is not postponed, recessed to the extent necessary to ensure that any supplement or adjourned amendment to (x) a date the Proxy Statement that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that required by applicable Law is less than five (5) Business Days prior provided to the Outside Datestockholders of the Company for the amount of time required by Law in advance of the Company Stockholders Meeting. Subject to Section 6.2(f). The Company, acting through the Company Board (or shall include the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts shall take all lawful action to obtain the Requisite Company Stockholder ApprovalsVote. Without the prior written consent of Parent, including the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date be voted on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) by the Company will not receive proxies sufficient stockholders in connection with the adoption of this Agreement) that the Company shall propose to obtain be acted on by the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) stockholders at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. Unless Without limiting the generality of the foregoing, but subject to the Company’s rights to terminate this Agreement set forth in Article VIII, including Section 8.1(h), the Company Board or agrees that its obligations pursuant to this Section 6.4(a) shall not be affected by the Special Committee has made occurrence of a Change of Company Recommendation in accordance with Section 7.2Recommendation, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything commencement, public proposal, public disclosure or communication to the contrary contained in this Agreement, if subsequent to the date Company or any other Person of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsany Acquisition Proposal or any event constituting or that could constitute an Intervening Event.

Company Stockholders Meeting. (a) The CompanyCompany will take, acting through the Company Board (or a committee thereof)in accordance with applicable Law and its certificate of incorporation and bylaws, shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, take all action necessary, including under the DGCL, necessary to duly call, give notice of, convene and hold a meeting of its the Company’s stockholders for the purpose of adopting this Agreement (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) as promptly as reasonably practicable after clearance by the SEC staff of the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone, recess postpone or adjourn such meeting; provided that , except to the Company may postponeextent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, recess or adjourn the Stockholders Meeting (i) to the extent required by applicable Law or (ii) if the Company (or acting on the recommendation of the Special Committee) may (and, if requested by Parent, on no more than one (1) occasion, the Company shall) adjourn, recess, or postpone the Company Stockholders Meeting for a reasonable period to solicit additional proxies, if the Company reasonably believes that there will be insufficient Shares represented (Aeither in person or by proxy) it is to constitute a quorum necessary either to postpone, recess or adjourn conduct the business of the Company Stockholders Meeting or to obtain the Company Stockholder Approval and (ii) the Company (acting on the recommendation of the Special Committee) may adjourn, recess, or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its the stockholders of the Company or to give the Company stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company stockholders by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement, within a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as; provided that, in the case of each of the foregoing clauses (i) and (ii), unless agreed in writing by the Company and Parent, any postponementsingle such adjournment, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to postponement shall be for a date that is period of no more than thirty ten (3010) days after Business Days each and in no event later than the date on which earlier of (i) two (2) months from the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (yii) a date that is less than five four (54) Business Days prior to the Outside Date. Subject to Section 6.2(e). The Company, acting through the Company Board (or shall include the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) shall use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsApproval.

Company Stockholders Meeting. The Company, acting through the (a) Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, will take all action necessary, including necessary under the DGCL, applicable Legal Requirements to duly call, give notice of, convene of and hold a meeting of its stockholders for the purpose holders of adopting this Agreement Company Capital Stock (including any adjournment, recess or postponement thereof, the “Stockholders Company Stockholders’ Meeting”) and shall not postpone, recess or adjourn such meeting; provided that to approve the Company may postponeStockholder Approval Matters. The Company Stockholders’ Meeting will be held as promptly as practicable following the effective date of the Registration Statement (on a date selected by Company in consultation with F-Star) but in no event later than forty-five (45) days after the effective date of the Registration Statement; provided, recess or adjourn the Stockholders Meeting (i) however, notwithstanding anything to the extent required by applicable Law or (ii) contrary contained herein, if on the date of the Company (Stockholders’ Meeting, or a date preceding the Special Committee) date on which the Company Stockholders’ Meeting is scheduled, Company reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1i) it will not receive proxies sufficient to obtain the Requisite required approval of the holders of Company Capital Stock at the Company Stockholders’ Meeting with respect to all of the Company Stockholder ApprovalsApproval Matters, whether or not a quorum is presentwould be present at the Company Stockholders’ Meeting, or (2ii) insufficient Shares it will be not have sufficient shares of Company Capital Stock represented (either whether in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Company Stockholders’ Meeting, then Company shall have the right, in each case its sole and absolute discretion, to postpone or adjourn the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, Stockholders’ Meeting as long as, in as the case date of any postponement, recess or adjournment, the Stockholders Company Stockholders’ Meeting is not postponed, recessed postponed or adjourned to a date that is more than an aggregate of thirty (30) consecutive calendar days after in connection with such postponement or adjournment. Company will engage Innisfree M&A Incorporated (or such other proxy solicitor reasonably acceptable to F-Star) as proxy solicitor to assist in the date on which the Stockholders Meeting was originally scheduled without the prior written consent solicitation of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through proxies in connection with the Company Board (or the Special Committee), shall, unless Stockholders’ Meeting and will ensure that such proxies are solicited in compliance in all material respects with all applicable Legal Requirements. Company shall use its commercially reasonable efforts to solicit from the Company Board or the Special Committee has made a Change Stockholders proxies in favor of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsApproval Matters.

Company Stockholders Meeting. (i) The Company, acting through the Company Board (or a committee thereof), shall, as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effective, shall take all action necessary, including necessary under the DGCL, all applicable Laws to duly call, give notice of, convene of and hold a meeting of its stockholders for the purpose holders of adopting Company Common Stock to vote on a proposal to adopt this Agreement (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) and shall not postpone, recess or adjourn such meeting); provided that the Company may postpone, recess adjourn or adjourn postpone the Company Stockholders Meeting (i) to a later date to the extent required by applicable Law or (ii) if that the Company (believes in good faith that such adjournment or the Special Committee) postponement is reasonably believes that necessary (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement Statement/Prospectus is provided to its stockholders the holders of Company Common Stock within a reasonable amount of time in advance of the Company Stockholders Meeting or Meeting, (B) (1) it will not receive to allow reasonable additional time to solicit additional proxies sufficient necessary to obtain the Requisite Company Stockholder ApprovalsApproval, whether or not a quorum is present, or (2C) insufficient Shares will be to ensure that there are sufficient shares of Company Common Stock represented (either in person or by proxy) at the Stockholders Meeting and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, then in each case (D) if the Parent Stockholders Meeting is postponed or adjourned pursuant to Section 4.5(b) or (E) otherwise to comply with applicable Law; provided that the date of the Company may postpone, recess or adjourn, or make one or more successive postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. The Company and Parent shall use reasonable best efforts to hold the Company Stockholders Meeting and the Parent Stockholders Meeting (defined below) on the same day (on a date that is more than thirty (30mutually selected by the Company and Parent) days and as promptly as practicable after the date on which Form S-4 Registration Statement is declared effective under the Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date)Securities Act. The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) shall use its reasonable best efforts to obtain provide that all proxies solicited in connection with the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after are solicited in compliance with all applicable Laws. In the event that during the five Business Days prior to the date on which that the Company Stockholders Meeting was originally is then scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) be held, the Company will not receive proxies sufficient delivers a notice of an intent to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made make a Change of Company Board Recommendation in accordance with Section 7.24.6(d) or Section 4.6(e) and/or a termination of this Agreement for a Superior Proposal in accordance with Section 6.1(g), Parent may direct the Company to postpone the Company Stockholders Meeting for up to five Business Days and the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to promptly, and in any event no later than the contrary contained in this Agreementnext Business Day, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, postpone the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termsParent’s direction.

Company Stockholders Meeting. (a) The CompanyCompany will, acting through the Company Board (or a committee thereof), shallin coordination with Parent, as promptly as reasonably practicable (in accordance with applicable Law and in any event within twenty-five (25) Business Days) after the Form S-4 has been declared effectiveCompany Certificate of Incorporation and Company Bylaws, take all action necessaryestablish a record date for, including under the DGCL, to duly call, call and give notice of, and use its reasonable best efforts to convene and hold a meeting of its stockholders for holders of Shares to consider and vote upon the purpose adoption of adopting this Agreement (including any adjournment, recess or postponement thereof, the “Company Stockholders Meeting”) and shall not postpone). Subject to the provisions of Section 6.2, recess or adjourn such meeting; provided that the board of directors of the Company may postpone, recess or adjourn the Stockholders Meeting shall (i) to include the extent required by applicable Law or Company Recommendation in the Proxy Statement, (ii) if recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and (iii) use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the Special Committee) date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain representing the Company Requisite Company Stockholder ApprovalsVote, whether or not a quorum is present, present or (2B) insufficient it will not have enough Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, then in each case the Company may postponemay, recess in its reasonable discretion, postpone or adjourn, or make one or more successive postponements, recesses postponements or adjournments of, the Company Stockholders Meeting in consultation with Parent (provided that the Company may not postpone or adjourn the Company Stockholders Meeting more than two months in the aggregate pursuant to this sentence without Parent’s prior written consent (and in no event shall any such postponed or adjourned Company Stockholders Meeting be held later than three (3) Business Days prior to the Termination Date). In addition, notwithstanding the first sentence of this Section 6.4(a), the Company may (and if required by Parent on no more than two occasions, shall for a reasonable period of time not to exceed ten Business Days in the aggregate) postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated in a manner suitable under applicable Law and reviewed by stockholders of the Company prior to the Company Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled without . Without the prior written consent of Parent (which consent shall not to be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through the Company Board (or the Special Committeedelayed), shall, unless the Company Board or adoption of this Agreement shall be the Special Committee has made a Change only matter (other than matters of Company Recommendation procedure and matters required by applicable Law to be voted on by the Company’s stockholders in accordance connection with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date adoption of this Agreement, to the effect ) that the Merger Consideration is fair, from a financial point of view, Company shall propose to be acted on by the holders stockholders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) at the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. Notwithstanding the foregoing, in no event will the record date of the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting be changed without the Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless and until this Agreement is terminated in accordance with its termsrequired by applicable Law.

Company Stockholders Meeting. The CompanyCompany will take, acting through in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of holders of Shares (the “Company Board (or a committee thereof), shall, Stockholders Meeting”) as promptly as practicable (and in any event within twenty-five (25) Business Days) after the Form S-4 has been Registration Statement is declared effective, take all action necessary, including under effective to consider and vote upon the DGCL, to duly call, give notice of, convene and hold a meeting approval of its stockholders for the purpose of adopting this Agreement (including any adjournment, recess or postponement thereof, the “Stockholders Meeting”) and shall not postpone, recess or adjourn to cause such meetingvote to be taken; provided that nothing herein shall prevent the Company may postpone, recess from postponing or adjourn adjourning the Company Stockholders Meeting on any occasion if (i) to the extent required there are holders of insufficient Shares present or represented by applicable Law or (ii) if a proxy at the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a reasonable amount of time in advance of the Stockholders Meeting or (B) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct at the business of the Company Stockholders Meeting, then in each case (ii) the Company may postpone, recess is required to postpone or adjournadjourn the Company Stockholders Meeting by applicable Law or a request from the SEC or its staff, or make one (iii) the Company Board shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or more successive postponements, recesses appropriate to postpone or adjournments of, adjourn the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Company Stockholders Meeting is in order to (x) give the holders of Shares sufficient time to evaluate any information or disclosure that the Company has sent to the holders of Shares or otherwise made available to the holders of Shares, or (y) to provide additional time to solicit proxies from the holders of Shares; provided, further, that the Company shall not postponed, recessed postpone or adjourned adjourn the Company Stockholders Meeting to a date that is in the aggregate more than thirty (30) 45 days after the date on for which the Company Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) on or after three business days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside DateTermination Date (other than, following consultation with Parent, any adjournments or postponements required by applicable Law or a request from the SEC or its staff). The Company, acting through Company shall promptly provide Parent with all voting tabulation reports relating to the Company Board (Stockholders Meeting that have been prepared by the Company or the Special Committee)Company’s transfer agent, shallproxy solicitor or other Representative, unless and shall otherwise keep Parent reasonably informed regarding the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion status of the Special Committee Financial Advisor, dated as of the date of this Agreement, solicitation and any material oral or written communications from or to the effect that the Merger Consideration is fair, from a financial point of view, Company. Subject to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.25.2, the Company Company’s board of directors shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to recommend the contrary contained in this Agreement, if subsequent to the date approval of this Agreement a Change of Company Recommendation and shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement take all lawful action to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its termssolicit such approval.

Company Stockholders Meeting. The Company, acting through (a) As soon as reasonably practicable after the Company Board (or a committee thereof), shall, as promptly as practicable SEC confirms that it has no further comments on the Proxy Statement (and in any event within twenty-five (255) Business Days) Days after such time), the Form S-4 has been declared effective, Company shall take all action necessarynecessary actions in accordance with applicable Law, including under the DGCLCompany Charter, the Company Bylaws and the rules of NASDAQ to duly set a record date for, call, give notice of, convene and hold a meeting of its stockholders (with such record date and meeting date to be selected after consultation with Parent) for the purpose of adopting this Agreement obtaining the Company Stockholder Approval (including any adjournment, recess recess, reconvening or postponement thereof, the “Stockholders Company Stockholders’ Meeting”) and shall not postpone). Subject to Section 5.02, recess or adjourn such meeting; provided that the Company may postponeshall use its reasonable best efforts to obtain the Company Stockholder Approval. The Company shall keep Parent reasonably informed on a reasonably current basis, recess and promptly upon Parent’s request, of the status of its efforts to solicit the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may, after consultation with Parent, adjourn, recess, reconvene or adjourn postpone the Stockholders Company Stockholders’ Meeting if the Company reasonably believes that (i) to the extent such adjournment, recess, reconvening or postponement, after consultation with its outside legal counsel and financial advisors, is required by applicable Law or (ii) if the Company (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its the Company’s stockholders within a reasonable amount of time in advance of the Stockholders Company Stockholders’ Meeting, (ii) as of the time for which the Company Stockholders’ Meeting or is originally scheduled (Bas set forth in the Proxy Statement), (A) (1) it will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (2) insufficient Shares there will be represented an insufficient number of Company Capital Stock present (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case Company Stockholders’ Meeting or (B) there will be an insufficient number of proxies to obtain the Company may postponeStockholder Approval or (iii) such adjournment, recess recess, reconvening or adjournpostponement, after consultation with its outside legal counsel and financial advisors, is required by Law or a court or other Governmental Authority of competent jurisdiction in connection with any Action in connection with this Agreement or the Transactions or has been requested by the SEC or its staff; provided that, the Company Stockholders’ Meeting shall not be postponed or adjourned (I) by more than ten (10) days at a time, or make one or more successive postponements(II) with respect to clause (ii) above, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Stockholders Meeting is not postponed, recessed or adjourned to a date that is more than thirty (30) days after the date on which the Stockholders Company Stockholders’ Meeting was originally scheduled scheduled, in each case without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) a date that is less than five (5) Business Days prior to the Outside Datedelayed). The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms.