Common use of Company Stockholders Meeting Clause in Contracts

Company Stockholders Meeting. (a) The Company shall take all action necessary under, and subject to, all applicable Legal Requirements and its certificate of incorporation and bylaws to call, give notice of and hold a meeting of the holders of Company Common Stock (the “Company Stockholders’ Meeting”) for the purpose of obtaining the Required Company Stockholder Vote as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Stockholders’ Meeting if: (i) the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary duty of disclosure to the Company’s stockholders or applicable securities laws, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use its reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements.

Company Stockholders Meeting. The Company shall (a) The as soon as reasonably practicable (and in any event within five (5) Business Days) following the date the SEC staff advises that it has no further comments on the Proxy Statement or that the Company shall take all action necessary undermay commence mailing the Proxy Statement, duly call and give notice of, and subject to, all applicable Legal Requirements and its certificate commence mailing of incorporation and bylaws the Proxy Statement to call, give notice of and hold a meeting of the holders of Company Common Stock Shares as of the record date established for, a meeting of holders of the Company Common Shares (the “Company Stockholders’ Stockholders Meeting”) to take place within thirty-five (35) days following the first mailing of the Proxy Statement to the Company’s stockholders for purposes of seeking (i) the Company Stockholder Approval and (ii) at the Company’s sole discretion, the approval or adoption by the Company’s stockholders of an amendment to the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit B, designating the Company as the agent of stockholders of the Company for the purpose of obtaining the Required Company Stockholder Vote enforcing such stockholders’ rights as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubtcontemplated by Section 11.06(a) (such amendment, the “Company may postpone or adjourn Organizational Document Amendment”) (it is being understood that in no event shall the Company Stockholders’ Meeting if: (i) Closing be conditioned on approval by the board of directors Company’s stockholders of the Company determines Organizational Document Amendment), (b) reasonably cooperate with Parent in good faith, after having taken into account the advice initiating a “broker search” in accordance with Rule 14a-13 of the Company’s outside legal counsel, that such action is required in order for the board of directors of 1934 Act as necessary to cause the Company to comply with its fiduciary duty of disclosure to obligations set forth in the Company’s stockholders or applicable securities laws, foregoing clause (a) and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parentc) as promptly soon as reasonably practicable after following the commencement of the mailing of the Proxy Statement pursuant to the Company’s stockholdersforegoing clause (a), convene and hold the Company Stockholders Meeting in accordance with the DGCL and applicable requirements of the NYSE; provided that the Company may adjourn or postpone the Company Stockholders Meeting to a later date (1) with the consent of Parent or (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or a request from the SEC or its staff, (y) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval or (z) to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting; provided, however, that unless required by Applicable Law, in no event shall the Company Stockholders Meeting be postponed or adjourned more than once or for more than twenty (20) Business Days in the aggregate without the prior written consent of Parent. The Subject to Section 6.04, the Board of Directors shall recommend that the holders of the Company Common Shares adopt this Agreement, and the Company shall (x) include the Company Recommendation in the Proxy Statement, (y) use its reasonable best efforts to ensure obtain the Company Stockholder Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that all proxies solicited the Board of Directors makes an Adverse Recommendation Change pursuant to Section 6.04 and this Agreement has not been terminated in accordance with its terms in connection with therewith, the Company Stockholders’ Meeting are solicited will nevertheless submit this Agreement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval unless this Agreement shall have been terminated in compliance accordance with its terms prior to the Company Stockholders Meeting. The Company may take all applicable Legal Requirementsactions reasonably necessary to render the Company Organizational Document Amendment effective and enforceable, including submitting any necessary filings in connection therewith. The Company shall permit Parent and its Representatives to attend the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The Company shall take all action necessary under, and subject to, all applicable Legal Requirements and its certificate of incorporation and bylaws to call, give notice of and hold a meeting of the holders of Company Common Stock (the “Company Stockholders’ Meeting”) for the purpose of obtaining the Required Company Stockholder Vote as As promptly as practicable after the date execution of this Agreement; provided, however, for Company will take action necessary in accordance with applicable Law and its Articles of Incorporation and Bylaws to convene a meeting of its stockholders (the avoidance "COMPANY STOCKHOLDERS' MEETING") to consider and vote upon the approval of doubtthis Agreement and the transactions contemplated hereby so as to permit the consummation of the transactions contemplated hereby (such approval, the "COMPANY STOCKHOLDER APPROVAL"). Except as permitted by Section 6.6(b) below, the Board of Directors of Company may postpone or adjourn shall recommend approval and adoption of this Agreement and the Merger by Company's stockholders (the "COMPANY RECOMMENDATION") and shall include such recommendation in the Proxy Statement. Unless permitted by Section 6.6(b), neither the Board of Directors of Company Stockholders’ Meeting if: nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Parent, the board approval of directors this Agreement, the Merger or the Company Recommendation (any of the Company determines in good faithforegoing, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary duty of disclosure to the Company’s stockholders or applicable securities laws, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i"CHANGE IN THE COMPANY RECOMMENDATION")” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) approve or recommend, or propose publicly to approve or recommend, any Competing Transaction. For purposes of this Agreement, a Change in the Company has provided a written notice Recommendation shall include any approval or recommendation (or public proposal to Parent and Merger Sub pursuant to Section 5.2(d)(iapprove or recommend) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and by the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders Board of an insufficient number of shares Directors of Company Common Stock present or represented any committee thereof of a Competing Transaction, or any failure by proxy at Company's Board of Directors to recommend against a Competing Transaction within the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain 10 business day period specified in Rule 14e-2(a) under the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use its reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal RequirementsExchange Act.

Company Stockholders Meeting. As promptly as practicable after the execution of this Agreement, the Company and Parent shall jointly prepare an Information Statement relating to the adoption of this Agreement and the approval of the transactions contemplated hereby by the Company's stockholders and the exercise of appraisal rights in connection therewith (a) the "Information Statement"). The Company shall provide and include in the Information Statement such information relating to the Company and its stockholders as may be required pursuant to the provisions of applicable securities and corporate laws (including, without limitation, Rule 502 under the Securities Act). The Company shall, in accordance with its Certificate of Incorporation and Bylaws and the applicable requirements of the Delaware General Corporation Law, call and hold a special meeting of its stockholders as promptly as practicable, and in any event no later than December 20, 2000, for the purpose of permitting them to consider and to vote upon and adopt this Agreement and approve the transactions contemplated hereby (the "Company Stockholders' Meeting"). The Company shall cause a copy of the Information Statement to be delivered to each stockholder of the Company who is entitled to vote on the adoption of this Agreement and approval of the transactions contemplated hereby. As promptly as practicable after the delivery of copies of the Information Statement to all stockholders entitled to vote at the Company Stockholders' Meeting, the Company shall take all action actions necessary under(i) to solicit from each of such stockholders a proxy in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby and (ii) to cause each of such stockholders to execute and deliver to Parent a Stockholder Representation Letter in a form to be mutually agreed upon by the parties hereto. In lieu of calling and holding the Company Stockholders' Meeting, and subject tothe Company may solicit written consents (to be effective on or prior to December 20, all applicable Legal Requirements and 2000) in accordance with its certificate of incorporation and bylaws to call, give notice of and hold a meeting the applicable requirements of the holders of Company Common Stock (the “Company Stockholders’ Meeting”) for the purpose of obtaining the Required Company Stockholder Vote as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubt, Delaware General Corporation Law. Parent will reasonably cooperate with the Company may postpone or adjourn the Company Stockholders’ Meeting if: (i) the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary duty of disclosure to the Company’s stockholders or applicable securities laws, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by matters set forth in this Section 5.2(d)(i) 5.2. Parent will promptly provide all information relating to its business or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until operations necessary for inclusion in the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Information Statement to the Company’s stockholders. The Company shall use its reasonable best efforts to ensure that satisfy all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all requirements of applicable Legal Requirementsstate and federal securities and corporate laws.

Company Stockholders Meeting. As promptly as practicable after the execution of this Agreement, the Company and Parent shall jointly prepare an Information Statement relating to the adoption of this Agreement and the approval of the transactions contemplated hereby by the Company's stockholders and the exercise of appraisal rights in connection therewith (a) the "Information Statement"). The Company shall provide and include in the Information Statement such information relating to the Company and its stockholders as may be required pursuant to the provisions of applicable securities and corporate laws (including, without limitation, Rule 502 under the Securities Act). The Company shall, in accordance with its Certificate of Incorporation and Bylaws and the applicable requirements of the Delaware General Corporation Law, call and hold a special meeting of its stockholders as promptly as practicable, and in any event no later than December 20, 2000, for the purpose of permitting them to consider and to vote upon and adopt this Agreement and approve the transactions contemplated hereby (the "Company Stockholders' Meeting"). The Company shall cause a copy of the Information Statement to be delivered to each stockholder of the Company who is entitled to vote on the adoption of this Agreement and approval of the transactions contemplated hereby. As promptly as practicable after the delivery of copies of the Information Statement to all stockholders entitled to vote at the Company Stockholders' Meeting, the Company shall take all action actions necessary under(i) to solicit from each of such stockholders a proxy in favor of the adoption of this Agreement and the approval of the transactions contemplated hereby and (ii) to cause each of such stockholders to execute and deliver to Parent a Stockholder Representation Letter in a form to be mutually agreed upon by the parties hereto. In lieu of calling and holding the Company Stockholders' Meeting, and subject tothe Company may solicit written consents (to be effective on or prior to December 20, all applicable Legal Requirements and 2000) in accordance with its certificate of incorporation and bylaws to call, give notice of and hold a meeting the applicable requirements of the holders of Company Common Stock (the “Company Stockholders’ Meeting”) for the purpose of obtaining the Required Company Stockholder Vote as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Stockholders’ Meeting if: (i) the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary duty of disclosure to the Company’s stockholders or applicable securities laws, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Delaware General Corporation Law); (ii) the Company has provided a written notice to . Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use its reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirements.will reasonably

Company Stockholders Meeting. (a) The As promptly as practicable after the execution of this Agreement, Company shall will take all action necessary under, and subject to, all in accordance with applicable Legal Requirements Law and its certificate Articles of incorporation Incorporation and bylaws Bylaws to call, give notice of and hold convene a meeting of the holders of Company Common Stock its stockholders (the “Company Stockholders’ Meeting”) for to consider and vote upon the purpose approval of obtaining this Agreement and the Required transactions contemplated hereby so as to permit the consummation of the transactions contemplated hereby (such approval, the “Company Stockholder Vote Approval”). Except as promptly as practicable after permitted by Section 6.6(b) below, the date Board of Directors of Company shall recommend approval and adoption of this Agreement and the Merger by Company’s stockholders (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement. Unless permitted by Section 6.6(b), neither the Board of Directors of Company nor any committee thereof shall (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Parent, the approval of this Agreement; provided, however, for the avoidance of doubt, the Company may postpone Merger or adjourn the Company Stockholders’ Meeting if: Recommendation (i) the board of directors any of the Company determines foregoing, a “Change in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company to comply with its fiduciary duty of disclosure to the Company’s stockholders or applicable securities laws, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(iRecommendation”)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) approve or recommend, or propose publicly to approve or recommend, any Competing Transaction. For purposes of this Agreement, a Change in the Company has provided a written notice Recommendation shall include any approval or recommendation (or public proposal to Parent and Merger Sub pursuant to Section 5.2(d)(iapprove or recommend) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and by the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders Board of an insufficient number of shares Directors of Company Common Stock present or represented any committee thereof of a Competing Transaction, or any failure by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use its reasonable best efforts Board of Directors to ensure that all proxies solicited recommend against a Competing Transaction within the 10 business day period specified in connection with Rule 14e-2(a) under the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal RequirementsExchange Act.

Company Stockholders Meeting. The Company shall (a) The as soon as reasonably practicable (and in any event within five Business Days) following the date the SEC staff advises that it has no further comments on the Proxy Statement or that the Company shall take all action necessary undermay commence mailing the Proxy Statement, duly call and give notice of, and subject to, all applicable Legal Requirements and its certificate commence mailing of incorporation and bylaws the Proxy Statement to call, give notice of and hold a meeting of the holders of Company Common Stock Shares as of the record date established for, a meeting of holders of the Company Common Shares (the “Company Stockholders’ Stockholders Meeting”) to take place within 35 days following the first mailing of the Proxy Statement to the Company’s stockholders for purposes of seeking (i) the Company Stockholder Approval and (ii) at the Company’s sole discretion, the approval or adoption by the Company’s stockholders of an amendment to the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit B, designating the Company as the agent of stockholders of the Company for the purpose of obtaining the Required Company Stockholder Vote enforcing such stockholders’ rights as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubtcontemplated by Section 11.06(a)(iii) (such amendment, the “Company may postpone or adjourn Organizational Document Amendment”) (it is being understood that in no event shall the Company Stockholders’ Meeting if: (i) Closing be conditioned on approval by the board of directors Company’s stockholders of the Company determines Organizational Document Amendment), (b) reasonably cooperate with Parent in good faith, after having taken into account the advice initiating a “broker search” in accordance with Rule 14a-13 of the Company’s outside legal counsel, that such action is required in order for the board of directors of 1934 Act as necessary to cause the Company to comply with its fiduciary duty of disclosure to obligations set forth in the Company’s stockholders or applicable securities laws, foregoing clause (a) and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parentc) as promptly soon as reasonably practicable after following the commencement of the mailing of the Proxy Statement pursuant to the Company’s stockholdersforegoing clause (a), convene and hold the Company Stockholders Meeting in accordance with the DGCL and applicable requirements of the NYSE; provided that the Company may adjourn or postpone the Company Stockholders Meeting to a later date (1) with the consent of Parent or (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or a request from the SEC or its staff, (y) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval or (z) to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting; provided, however, that unless required by Applicable Law, in no event shall the Company Stockholders Meeting be postponed or adjourned more than once or for more than 20 Business Days in the aggregate without the prior written consent of Parent. The Subject to Section 6.04, the Board of Directors shall recommend that the holders of the Company Common Shares adopt this Agreement, and the Company shall (x) include the Company Recommendation in the Proxy Statement, (y) use its reasonable best efforts to ensure obtain the Company Stockholder Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that all proxies solicited the Board of Directors makes an Adverse Recommendation Change pursuant to Section 6.04 and this Agreement has not been terminated in accordance with its terms in connection with therewith, the Company Stockholders’ Meeting are solicited will nevertheless submit this Agreement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval unless this Agreement shall have been terminated in compliance accordance with its terms prior to the Company Stockholders Meeting. The Company may take all applicable Legal Requirementsactions reasonably necessary to render the Company Organizational Document Amendment effective and enforceable, including submitting any necessary filings in connection therewith. The Company shall permit Parent and its Representatives to attend the Company Stockholders Meeting.

Company Stockholders Meeting. The Company shall (a) The as soon as reasonably practicable (and in any event within five Business Days) following the date the SEC staff advises that it has no further comments on the Proxy Statement or that the Company shall take all action necessary undermay commence mailing the Proxy Statement, duly call and give notice of, and subject to, all applicable Legal Requirements and its certificate commence mailing of incorporation and bylaws the Proxy Statement to call, give notice of and hold a meeting of the holders of Company Common Stock Shares as of the record date established for, a meeting of holders of the Company Common Shares (the “Company Stockholders’ Stockholders Meeting”) to take place within 35 days following the first mailing of the Proxy Statement to the Company’s stockholders for purposes of seeking (i) the Company Stockholder Approval and (ii) at the Company’s sole discretion, the approval or adoption by the Company’s stockholders of an amendment to the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached hereto as Exhibit B, designating the Company as the agent of stockholders of the Company for the purpose of obtaining the Required Company Stockholder Vote enforcing such stockholders’ rights as promptly as practicable after the date of this Agreement; provided, however, for the avoidance of doubtcontemplated by ‎Section 11.06(a)(iii) (such amendment, the “Company may postpone or adjourn Organizational Document Amendment”) (it is being understood that in no event shall the Company Stockholders’ Meeting if: (i) Closing be conditioned on approval by the board of directors Company’s stockholders of the Company determines Organizational Document Amendment), (b) reasonably cooperate with Parent in good faith, after having taken into account the advice initiating a “broker search” in accordance with Rule 14a-13 of the Company’s outside legal counsel, that such action is required in order for the board of directors of 1934 Act as necessary to cause the Company to comply with its fiduciary duty of disclosure to obligations set forth in the Company’s stockholders or applicable securities laws, foregoing clause (a) and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parentc) as promptly soon as reasonably practicable after following the commencement of the mailing of the Proxy Statement pursuant to the Company’s stockholdersforegoing clause (a), convene and hold the Company Stockholders Meeting in accordance with the DGCL and applicable requirements of the NYSE; provided that the Company may adjourn or postpone the Company Stockholders Meeting to a later date (1) with the consent of Parent or (2) to the extent the Company believes in good faith (after consultation with outside legal counsel) that such adjournment or postponement is reasonably necessary (x) due to Applicable Law or a request from the SEC or its staff, (y) to allow reasonable additional time to solicit additional proxies necessary to obtain the Company Stockholder Approval or (z) to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting; provided, however, that unless required by Applicable Law, in no event shall the Company Stockholders Meeting be postponed or adjourned more than once or for more than 20 Business Days in the aggregate without the prior written consent of Parent. The Subject to ‎Section 6.04, the Board of Directors shall recommend that the holders of the Company Common Shares adopt this Agreement, and the Company shall (x) include the Company Recommendation in the Proxy Statement, (y) use its reasonable best efforts to ensure obtain the Company Stockholder Approval and (z) otherwise comply in all material respects with all legal requirements applicable to such meeting. In the event that all proxies solicited the Board of Directors makes an Adverse Recommendation Change pursuant to ‎Section 6.04 and this Agreement has not been terminated in accordance with its terms in connection with therewith, the Company Stockholders’ Meeting are solicited will nevertheless submit this Agreement to the Company’s stockholders for the purpose of obtaining the Company Stockholder Approval unless this Agreement shall have been terminated in compliance accordance with its terms prior to the Company Stockholders Meeting. The Company may take all applicable Legal Requirementsactions reasonably necessary to render the Company Organizational Document Amendment effective and enforceable, including submitting any necessary filings in connection therewith. The Company shall permit Parent and its Representatives to attend the Company Stockholders Meeting.

Company Stockholders Meeting. (a) The Company shall take all action necessary under, and subject to, all applicable Legal Requirements and its certificate of incorporation and bylaws to call, give notice of and hold call a meeting of the holders of Company Common Stock (the “"Company Stockholders’ Stockholders Meeting”") to be held as promptly as practicable for the purpose of obtaining voting upon the Required Company Stockholder Vote Reorganization. Except as promptly as practicable after provided below, the date Board of Directors of each party shall recommend approval and adoption of this Agreement; provided, however, for Agreement and the avoidance of doubt, transactions contemplated hereby by its respective stockholders and Parent and the Company may postpone or adjourn shall each take all lawful action to solicit such approval, including timely mailing of the Proxy Statement/Prospectus. The Board of Directors of the Company Stockholders’ Meeting if: shall be permitted to withdraw, or modify in a manner adverse to Parent, its recommendation to its stockholders, but only if (i) the board Board of directors Directors of the Company determines in good faithfaith by majority vote of all directors entitled to vote on the approval of this Agreement, after having taken into account on the basis of the advice of the Company’s 's outside legal counsel, counsel that it is required under Delaware law to take such action is required in order for the board Board of directors of the Company Directors to comply with its fiduciary duty of disclosure to the Company’s stockholders or duties under applicable securities lawsDelaware Law, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a shall have delivered to Parent three Business Days' prior written notice to advising Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take such action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated Company's Board of Directors has considered any proposed changes to this Agreement (if any) proposed by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline has been reached; or Parent and (iii) there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy has fully and completely complied with Section 5.3 and this Section. Unless this Agreement is previously terminated in accordance with Section 8.1, the Company shall submit this Agreement to its stockholders at the Company Stockholders Meeting meeting required to constitute a quorum be called and held pursuant to this Section 6.3(a), even if the Company's Board of Directors determines at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days any time after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use hereof that it is no longer advisable or recommends that its reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal Requirementsstockholders reject it.

Company Stockholders Meeting. (a) The Company shall take all action commercially reasonable actions necessary under, in accordance with applicable Laws and subject to, all applicable Legal Requirements and its certificate of incorporation and bylaws the Company’s Charter Documents to call, duly give notice of of, convene and hold a meeting of the holders of Company Common Stock its stockholders (the “Company Stockholders’ Meeting”) ), promptly after the Registration Statement is declared effective by the SEC under the Securities Act, for the purpose purposes of obtaining the Required Requisite Company Stockholder Vote as promptly as practicable after Vote. The Board of Directors of the date Company has resolved to recommend to the Company Stockholders that they approve this Agreement and the Company shall, acting through its Board of Directors, (i) recommend that the Company Stockholders approve this Agreement (the “Company Recommendation”), (ii) include the Company Recommendation in the Proxy Statement/Prospectus and (iii) use commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of the approval of this Agreement; provided, howeverincluding by communicating to the Company Stockholders the recommendation of the Board of Directors of the Company that they approve this Agreement, for and to take all other action necessary or advisable to secure the avoidance vote or consent of doubtthe Company Stockholders required by applicable Law to obtain such approvals. Except as permitted by Section 6.3(b), the Company’s Board of Directors shall not (A) fail to make the Company may postpone Recommendation or adjourn fail to include such recommendation in the Proxy Statement/Prospectus, (B) change, qualify, withhold, withdraw, or modify, or publicly propose to change, qualify, withhold, withdraw, or modify, in a manner adverse to Parent, such recommendation, (C) take any formal action or make any recommendation or public statement in connection with a tender offer or exchange offer, or (D) adopt, approve, or recommend, or publicly propose to approve or recommend to the Company Stockholders’ Meeting if: , an Acquisition Proposal (i) the board of directors each of the Company determines actions described in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is required in order for the board of directors of the Company these subclauses (A)-(D) being referred to comply with its fiduciary duty of disclosure as an “Adverse Recommendation Change”). Notwithstanding anything to the Company’s stockholders or applicable securities lawscontrary herein, and then only for so long as the board of directors of the Company determines in good faith, after having taken into account the advice of the Company’s outside legal counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosure that the Company has sent to stockholders or otherwise made available to stockholders by issuing a press release or filing materials with the SEC (it being understood that unless this clause “(i)” shall not permit any adjournment or postponement as a result of the fact that a waiting period has not expired, or a Consent has not been obtained, under any applicable Antitrust Law); (ii) the Company has provided a written notice to Parent and Merger Sub pursuant to Section 5.2(d)(i) or Section 5.2(d)(ii) that it intends to make a Company Adverse Recommendation Change and/or take action pursuant to Section 8.1(h) with respect to a Superior Offer and the deadline contemplated by Section 5.2(d)(i) or Section 5.2(d)(ii), as applicable, with respect to such notice has not been reached, but only until the applicable deadline Agreement has been reached; or (iii) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at terminated in accordance with Article 8, the Company Stockholders Meeting to constitute a quorum at such meeting or to obtain the Required Company Stockholder Vote, but only until a stockholders’ meeting can be held at which there are a sufficient number of shares present or represented to obtain such a quorum or the Company Stockholder Vote (and in no event for more than 60 days after the date originally scheduled for the Company Stockholders’ Meeting). The Company Stockholders’ Meeting shall be held (on a date selected by convened and this Agreement shall be submitted to the Company and Parent) as promptly as practicable after the commencement of the mailing of the Proxy Statement to the Company’s stockholders. The Company shall use its reasonable best efforts to ensure that all proxies solicited in connection with Stockholders at the Company Stockholders’ Meeting are solicited in compliance with all applicable Legal RequirementsMeeting, for the purpose of voting on the approval of this Agreement and the other transactions contemplated hereby, and nothing contained herein shall be deemed to relieve the Company of such obligation.