Future Recommendations Sample Clauses

Future Recommendations. In the bid to further understand the nuances involved in the relationship between geographic location and access to health care as it relates to survival, future population- based studies focused on specific geographic characteristics which impact survival outcomes are recommended.
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Future Recommendations. Regarding curriculum assessment, while qualitative findings suggest positive impact on participant knowledge, self-efficacy as parents, individual self-esteem, and even behavior, more rigorous evaluation will be required in order to measure long-term effects. Additional quantitative assessment would be recommended to capture retention of curriculum content, while both qualitative and quantitative measures may be employed to gauge lasting changes to behavior and self-esteem or health outcomes. Under ideal settings, it would be valuable to track outcomes related to the health and education of the children of participants, though this may not be feasible for a number of reasons. Generally speaking, as an area on which minimal literature exists, additional research on children of sex workers should be pursued. Findings may help to demonstrate any potential impact of mothers’ participation in parenting interventions, such as Mothers for the Future, on their children. Additionally, research in this area may be used to guide forthcoming programming aimed to target the needs of sex workers’ children, specifically. As this is a program area that SWEAT hopes to expand upon, further formative research on the needs of children specific to their context should also be undertaken. This assessment has also helped to illuminate several additional programmatic needs that SWEAT may choose to address in conjunction with the Mothers for the Future program. One such need would be the development of a complementary program to provide education and interactive play for participants’ children while mothers attend their meetings. Another would be to adapt the curriculum to be shared with young women before they become mothers; so that they may use the tools it provides as they plan their families and enter into motherhood. Additionally, the program has the potential to encourage mothers to take on larger roles in advocating for sex workers’ rights or in providing home-based care to peers in their communities. Potentially the first curriculum of its kind, Mothers for the Future may also serve as a gateway for future community-empowerment interventions for sex workers beyond SWEAT. As a higher number of women are able to participate in the program, a network of “mothers for the future,” can serve to challenge the occupational hazards and health-related vulnerabilities that sex workers and their children face, the harmful policies that put them at risk, as well as the belief that sex...
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Future Recommendations. In community safety it has become ever more evident that a range of people, organisations and agencies working together deliver more effective and long lasting solutions than one agency operating alone. All of the community has a role in tackling crime and disorder, anti- social behaviour and substance misuse. As a tool to identify where we can better engage, improve and develop, a national CDRP standards checklist was distributed throughout the county to identify development opportunities for improving service delivery. The checklist was distilled from the National Standards Guidance to assist the county in assessing progress in the implementation of the standards. The county will be addressing the identified key areas/lessons learned and these will be the focus for future development in line with National CDRP Hallmarks, namely: - • Empowered and Effective Leadership • Intelligence Led Business Processes • Effective and Responsive Delivery Structures • Community Engagement • Visible and Constructive Accountability • Appropriate Knowledge and Skills In addition, there will continue to be an ongoing priority and development process applied to the key areas of co-operation and support, focussing on: - ✓ How the county will co-operate to address priorities and deliver success; ✓ Identify ways of co-ordinating activity across the county; ✓ Recognise cross-border issues and the need for targeted joint action; ✓ Describe how statutory partners might otherwise address priorities through joint working.
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Future Recommendations. Based on this research, there exists a large knowledge gap about reproductive rights with respect to abortion in Colombia, yielding an understanding of the necessity to publicize more widely the legal conditions under which women are able to access abortions. Radio is a free and universally-accessed service in Bogotá, as opposed to internet, and could be used as a vessel for information about C-355/2006. More public advertising of accurate information about the federally protected right Colombian women have to an abortion may facilitate the removal of barriers to legal access of abortion services. Additionally, this research illustrates the need for the writing of a criminal code for those entities that are non- compliant with T-209, both individual and institutional. Lastly, the expansion of both medical and nursing school curricula to include more information on provider legal rights and responsibilities with respect to C-355/2006 and T- 209/2008 would ensure knowledge of both limits and scope, and better prepare both types of health care professionals to be compassionate providers. Abouzahr C, Åhman E. (1998). Unsafe abortion and ectopic pregnancy. In: Xxxxxx CJL and Xxxxx AD, eds. Health dimensions of sex and reproduction: the global burden of sexually transmitted diseases, maternal conditions, perinatal disorders, and congenital anomalies. WHO. Amado, E. D., Xxxxxxxx Xxxxxx, M. C., Xxxxxxxxxx, X. X., Xxxxx, X. X., & Xxxxxxx, X. X. (2010). Obstacles and challenges following the partial decriminalisation of abortion in Colombia. Reproductive Health Matters, 18(36), 118-126. Xxxxxxxx, X. X. (2003). Physician, public, and policymaker perspectives on chronic conditions. Arch Intern Med, 163(4), 437-442. Xxxxxxxx, X. X., Xxxxxx, X. X., Xxxxxxxx, A., Xxxxxxx, S., Sharma, S., Acre, V. N., & Xxxxx, X. X. (2015). Marital status and abortion among young women in Rupandehi, Nepal. BMC women's health, 15(1), 17. Ashford, L., Xxxxx, G., & Singh, S. (2012). Making abortion services accessible in the wake of legal reforms, In Brief. New York: Guttmacher Institute. Xxxxxxxx, X. X., Xxxxxxxx, X. X., Xxxxxxxx, X. X., & Xxxxxxxxxx, J. (2012). Woman-centered research on access to safe abortion services and implications for behavioral change communication interventions: a cross-sectional study of women in Bihar and Jharkhand, India. BMC public health, 12(1), 175. Berer, M. (2004, Supplement). National Laws and Unsafe Abortion: The Parameters of Change, Editorial. Reprod He...
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Future Recommendations. If the goal is to test the viability of geospatial services in a cloud environment then the test should focus on the deployment of the server solution in a cloud vs. an on-premises solution. Other variables should be controlled so that conclusions can be drawn specifically about the cloud deployment. A single server configuration should be deployed to all the test environments. Perhaps the server configuration could be deployed to an on-premises server and an Amazon EC2 machine. Great care should be taken to keep the configurations and hardware specifications as similar as possible and using the latest technology. Using old technology puts the analysis out of date on delivery.
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Future Recommendations. This review found that there is insufficient evidence of breastfeeding trends in ARTC. Larger, longer term studies of breastfeeding outcomes in both the United States and internationally are needed. Larger cohort studies that can be matched on attitude with intention or mode of delivery with initiation, and adjusted for ART fertility treatment are recommended. While most mothers who turn to ART due to infertility fall around the mean age of 35 years old, these mothers are usually first time mothers. ART is one of many factors that should be considered in comprehensive strategy to improve breastfeeding rates. It is recommended that healthcare providers should offer and encourage breastfeeding support strategies to their patients. Despite the known health benefits of breastfeeding, in many countries, a considerable proportion of newborns are not breastfed within 1 hour after birth in accordance with the WHO recommendation. Breastfeeding support should include facilitation to motherhood, learning to read and understand the baby’s cues, and building up confidence to breastfeed. Support should also focus on mother who encounter similar factors that may contribute to early cessation of breastfeeding, such as pain, child latching issues, and lack of lactation. As highlighted in The Lancet (Xxxxxxx et al., 2016), future strategies should focus on enhancing the determinants that operate at multiple levels and affect breastfeeding decisions and behaviors over time. Strategies should focus on positively influencing social norms to support recommended breastfeeding practices. Future efforts should take the approach to address health systems, close family members, including fathers, as well as places of employment on the benefits of optimal breastfeeding practices.
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Future Recommendations. The expressed past and desired uses of SFE data are as diverse as they are integral to the work of RSPH faculty, staff, and students. More than 130 RSPH students either from the global programs or funded through GFE or GHI funding went into the field in 2012 alone, 100 of which were sent abroad. Therefore, annual quality data on summer field experiences benefits many. This requires a good response rate in combination with timely and thoughtful completion of the SFE Survey. Given the importance of this survey to faculty, staff, and students, this author recommends that the SFE Survey be made a requirement for spring registration. Such a requirement would not interfere with graduation as it would need to be resolved in the fall prior to spring registration, but would ensure that students finish the SFE Survey in a timely and more complete manner. Another important recommendation for consideration, which came about through analysis of the online survey and feedback from the focus group, is the possibility of a required pre-departure survey for all GH, GLEPI and GEH students. The contents of the pre-departure survey would be limited to basic identifying information along with student, faculty and host agency points of contact, necessary safety precautions (i.e. embassy registration), and information on SFE location, title, and topic. This recommendation is based on faculty desires for their students to be adequately prepared for their fieldwork, and on ADAP requests for ‘live’ data on the SFE placements. Additionally, contact information for SFE students made readily available to faculty and staff is important to have in the event of an emergency. While conducting the online survey of potential end-users, a recommendation was made for a Web GUI to be used in disseminating the SFE data. A Web GUI is an open- source software program that enables data to be uploaded and accessed through a basic online template and with simple queries. For example, if the SFE data was accessible through a Web GUI, it would possible for a person to make a personalized inquiry into the data by selecting their variables of interest. If the person wanted to know about all GFE funded infectious disease related SFEs conducted in Sub-Saharan Africa over the last 10 years, the person could simply select Sub-Saharan Africa under region, infectious diseases under topic, and GFE under funding. Theoretically, this query could be accomplished in less than 10 seconds and would yield a spreadshe...
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Future Recommendations. Despite there only being one theme in this area, it is important to mention. The players have highlighted future recommendations for MSPE, and this programme being delivered across the whole club
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Future Recommendations a) What advice would you give to another ADS whom is promoting and distributing LARC invitations? b) From your field experience, what would you recommend to be added in the training material we used to train on CFPC and LARC promotion?
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Related to Future Recommendations

  • Company Board Recommendation (a) Subject to the terms of Section 6.3(b) and Section 6.3(c), the Company Board shall recommend that the holders of Company Shares accept the Offer, tender their Company Shares to Acquisition Sub pursuant to the Offer and, if required by the applicable provisions of Delaware Law, adopt this Agreement (the “Company Board Recommendation”). (b) Neither the Company Board nor any committee thereof shall (i) fail to make the Company Board Recommendation to the holders of the Company Shares, (ii) withhold, withdraw, amend or modify in a manner adverse to Parent, or publicly propose to withhold, withdraw, amend or modify in a manner adverse to Parent, the Company Board Recommendation, (iii) adopt, approve, recommend, endorse or otherwise declare advisable the adoption of any Acquisition Proposal (it being understood that, only with respect to a tender offer or exchange offer, taking a neutral position or no position (other than in a communication made in compliance with Rule 14d-9(f) promulgated under the Exchange Act) with respect to any Acquisition Proposal shall be considered a breach of this clause (iii)), or (iv) resolve, agree or publicly propose to take any such actions (each such foregoing action or failure to act in clauses (i) through (iv) being referred to herein as an “Company Board Recommendation Change”). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if, at any time prior to the Appointment Time, the Company Board receives a Superior Proposal or there occurs an Intervening Event, the Company Board may effect a Company Board Recommendation Change provided that (i) the Company Board determines in good faith (after consultation with outside legal counsel) that the failure to effect a Company Board Recommendation Change would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law, and in the case of a Superior Proposal, the Company Board approves or recommends such Superior Proposal; (ii) the Company has notified Parent in writing that it intends to effect a Company Board Recommendation Change, describing in reasonable detail the reasons, including the material terms and conditions of any such Superior Proposal and a copy of the final form of any related agreements or a description in reasonable detail of such Intervening Event, as the case may be, for such Company Board Recommendation Change (a “Recommendation Change Notice”) (it being understood that the Recommendation Change Notice shall not constitute a Company Board Recommendation Change for purposes of this Agreement); (iii) if requested by Parent, the Company shall have made its Representatives available to discuss and negotiate in good faith with Parent’s Representatives any proposed modifications to the terms and conditions of this Agreement during the three (3) Business Day period following delivery by the Company to Parent of such Recommendation Change Notice; and (iv) if Parent shall have delivered to the Company a written proposal capable of being accepted by the Company to alter the terms or conditions of this Agreement during such three (3) Business Day period, the Company Board shall have determined in good faith (after consultation with outside legal counsel), after considering the terms of such proposal by Parent, that a Company Board Recommendation Change is still necessary in light of such Superior Proposal or Intervening Event in order to comply with its fiduciary duties to the Company Stockholders under applicable Delaware Law. Any material amendment or modification to any Superior Proposal will be deemed to be a new Superior Proposal for purposes of this Section 6.3. The Company shall keep confidential any proposals made by Parent to revise the terms of this Agreement, other than in the event of any amendment to this Agreement and to the extent required to be disclosed in any Company SEC Reports. (c) Nothing in this Agreement shall prohibit the Company Board from (i) taking and disclosing to the Company Stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to the Company Stockholders that the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would reasonably be expected to be a breach of its fiduciary duties to the Company Stockholders under applicable Delaware Law; provided, however, that in no event shall this Section 6.3(c) affect the obligations of the Company set forth in Sections 6.2 and 6.3; and provided, further, that any such disclosure will be deemed to be a Company Board Recommendation Change unless the Board of Directors publicly reaffirms the Company Board Recommendation within five Business Days of such disclosure.

  • Board Recommendation The Acquiror Company Board, by unanimous written consent, has determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of the Acquiror Company’s stockholders and has duly authorized this Agreement and the transactions contemplated by this Agreement.

  • Conclusions and Recommendations Based on our country-by-country analysis, 197 of the AEWA populations are already well-monitored both for population size and trend. Our prioritisation method allowed focusing on the AEWA conservation and management priorities (Priorities 1-2) and to consider cost effectiveness and feasibility (Priorities 3-6). Theoretically, the two- third target of the AEWA Strategic Plan can be just attained by focusing on the development of monitoring activities for Priority 1-5 populations (i.e. leaving out the 168 more widespread Priority 6 populations that would require more species-specific monitoring methods. Most of the Priority 1-5 populations would require improvement of the IWC though regional schemes focusing on the West Asian / East African flyway with possibly three subregional components in the Central Asia, Arabia and Eastern and Southern Africa. In the latter region, improvements in Tanzania and Mozambique are particularly important. In the Black Sea - Mediterranean - Sahelian flyway the focus should be primarily on the Sahel countries and especially on increasing the consistency of annual counts. The quality of monitoring is already better in the Black Sea and Mediterranean regions. In the East Atlantic, the ongoing capacity-building activities should continue and the consistency and representativity of site coverage should be further strengthened in most countries. Angola would require a major capacity improvement but primarily for the intra-African migrants on inland wetlands. It is also clear that the targets of the AEWA Strategic Plan cannot be achieved without complementing the IWC with periodic aerial surveys both in Western Africa as well as in Eastern and Southern Africa, by setting up a periodic offshore waterbird monitoring scheme in the Caspian Sea and by focusing in each country on a relatively small number of breeding bird species strategically selected in this report.

  • Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

  • JOINT SETTLEMENT RECOMMENDATION 2. Staff conducted an investigation of the Respondent’s activities. The investigation disclosed that the Respondent had engaged in activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No. 1. 3. Staff and the Respondent recommend settlement of the matters disclosed by the investigation in accordance with the terms and conditions set out below. The Respondent agrees to the settlement on the basis of the facts set out in Part IV herein and consents to the making of an Order in the form attached as Schedule “A”. 4. Staff and the Respondent agree that the terms of this Settlement Agreement, including the attached Schedule “A”, will be released to the public only if and when the Settlement Agreement is accepted by the Hearing Panel.

  • No Government Recommendation or Approval The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Shares.

  • Superior Proposals Notwithstanding anything to the contrary set forth in this Section 5.3, from the date hereof until the Company’s receipt of the Requisite Stockholder Approval, the Company and the Special Committee may, directly or indirectly through one or more of their Representatives (including the Advisor), contact the Person or group of Persons making such Acquisition Proposal to clarify the terms and conditions thereof so as to determine whether such Acquisition Proposal constitutes, or could reasonably be expected to result in, a Superior Proposal, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal after the date hereof, in each case with respect to an Acquisition Proposal that did not result from any material breach of Section 5.3(a); provided, however, that prior thereto, the Special Committee has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (i) such Acquisition Proposal either constitutes a Superior Proposal or is reasonably expected to lead to a Superior Proposal, and (ii) the failure to take the actions contemplated by this Section 5.3(b) would be inconsistent with its fiduciary duties pursuant to applicable law; and provided further, however, that the Company will promptly (and in any event within 24 hours) make available to Parent any non-public information concerning the Company Group that is provided to any such Person or its Representatives that was not previously made available to Parent; and provided further, however, that if any such Person or its Representatives is a competitor of the Company Group, the Company Group shall not provide any information that in the good faith determination of the Company constitutes commercially sensitive non-public information to such Person in connection with any actions permitted by this Section 5.3(b) other than in accordance with “clean room” or other similar procedures designed to limit any potential adverse effect on the Company from sharing such information.

  • Additional proposals If the Company at any time during the continuance of this Agreement desires to modify expand or otherwise vary its activities carried on pursuant to this Agreement beyond those specified in any approved proposal, it shall give notice of such desire to the Minister and within 2 months after giving such notice shall submit to the Minister detailed proposals in respect of such modifications expansions or variations and such other matters as the Minister may require. The provisions of clause 4 and 5 (including (for the avoidance of doubt) clause 5(9)) shall apply, the necessary changes being made, to proposals submitted pursuant to this clause.

  • Fairness Opinions (a) Unless waived by PSINet, there shall have been delivered to PSINet an opinion of independent investment bankers selected by PSINet, in form and substance satisfactory to PSINet, (i) as to the fairness to PSINet and its stockholders from a financial point of view of the issuance of the IXC Shares and the consummation of the transactions contemplated by, and in connection with, this Agreement and (ii) as to the value of the IRUs being granted by IXC to PSINet and the securities being issued or issuable by PSINet to IXC pursuant to this Agreement. (b) Unless waived by IXC, there shall have been delivered to IXC an opinion of independent investment bankers selected by IXC, in form and substance satisfactory to IXC, as to the fairness to IXC from a financial point of view of the transactions contemplated by, and in connection with, this Agreement.

  • Stockholders Approval (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting. (b) Parent shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Parent to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Parent Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.4, the Parent Board shall recommend that the stockholders of Parent approve the Parent Stock Issuance and the Parent Board shall solicit from stockholders of Parent proxies in favor of the Parent Stock Issuance, and the Joint Proxy Statement shall include the Parent Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Parent (i) shall be required to adjourn or postpone the Parent Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Parent’s stockholders or (B) if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Class A Common Stock and Parent Class B Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Stockholders Meeting and (ii) may adjourn or postpone the Parent Stockholders Meeting if, as of the time for which the Parent Stockholders Meeting is scheduled, there are insufficient shares of Parent Class A Common Stock and Parent Class B Common Stock represented (either in person or by proxy) to obtain the Parent Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Parent Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Parent Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Parent shall promptly provide the Company with all voting tabulation reports relating to the Parent Stockholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep the Company reasonably informed regarding the status of the solicitation and any material oral or written communications from or to Parent’s stockholders with respect thereto. Unless there has been a Parent Change of Recommendation in accordance with Section 6.4, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Parent’s stockholders or any other Person to prevent the Parent Stockholder Approval from being obtained. Once Parent has established a record date for the Parent Stockholders Meeting, Parent shall not change such record date or establish a different record date for the Parent Stockholders Meeting without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. (c) The Parties shall cooperate and use their reasonable best efforts to set the record dates for and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, on the same day and at approximately the same time. (d) Without limiting the generality of the foregoing, unless this Agreement shall have been terminated pursuant to Article VIII, each of the Company and Parent agrees that its obligations to call, give notice of, convene and hold the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, pursuant to this Section 6.6 shall not be affected by the making of a Company Change of Recommendation or a Parent Change of Recommendation, as applicable, and its obligations pursuant to this Section 6.6 shall not be affected by the commencement, announcement, disclosure, or communication to the Company or Parent, as applicable, of any Company Competing Proposal or Parent Competing Proposal or other proposal (including, with respect to the Company, a Company Superior Proposal) or the occurrence or disclosure of any Company Intervening Event or Parent Intervening Event. (e) Immediately after the execution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as the sole stockholder of Merger Sub in accordance with applicable Law and the Organizational Documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.

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