Common use of Meeting of Company Stockholders Clause in Contracts

Meeting of Company Stockholders. The Company will take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange or Delaware Law or any other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of The New York Stock Exchange and all other applicable Legal Requirements.

Meeting of Company Stockholders. The (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws the Company Charter Documents to call, hold and convene a an annual or special meeting of its stockholders, promptly following stockholders for the mailing purpose of the Proxy Statement to such stockholders, to consider adoption considering and approval of taking action on this Agreement and approval of the Merger (the “Stockholders’ Meeting”) ), to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days after the mailing Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the Proxy Statement to 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company’s stockholdersExchange Act, within 55 days after such initial filing). Subject to Section 5.3(d5.4(d), the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange Nasdaq or Delaware Law or any other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its the Company’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Stockholders’ Meeting are solicited solicited, in compliance with Delaware Law, its certificate of incorporation and bylawsthe Company Charter Documents, the rules of The New York Stock Exchange Nasdaq and all other applicable Legal Requirements. (b) Subject to the terms of Section 5.4(d): (i) the Board shall unanimously recommend that the Company’s stockholders vote in favor of the adoption of this Agreement at the Stockholders’ Meeting; (ii) the Proxy Statement shall include (A) the fairness opinion referred to in Section 2.20 and (B) a statement to the effect that the Board has unanimously recommended that the Company’s stockholders vote in favor of the adoption of this Agreement at the Stockholders’ Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend, change or modify, or propose or resolve to withdraw, amend, change or modify in a manner adverse to Parent, the unanimous recommendation of the Board that the Company’s stockholders vote in favor of the adoption of this Agreement. Nothing in this Agreement shall prohibit the Board or any director from fulfilling its or his duty of candor or disclosure to the Company’s stockholders under applicable law. For purposes of this Agreement, said recommendation of the Board shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous.

Meeting of Company Stockholders. The Subject to Section 5.3(d), the Company will take all action necessary in accordance with Delaware Law Law, its Certificate of Incorporation and its certificate of incorporation and bylaws Bylaws to establish a record date, duly call, give notice of, convene and hold and convene a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable lawLaw) within 45 sixty (60) days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York the Nasdaq Stock Exchange Market or Delaware Law or any other applicable Legal Requirements Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of The New York the Nasdaq Stock Exchange Market and all other applicable Legal RequirementsLaw.

Meeting of Company Stockholders. The Promptly after the proxy statement is cleared by the SEC, the Company will take all action necessary in accordance with Delaware Law applicable state law and its certificate of incorporation Certificate and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following stockholders to consider the mailing issuance of the Proxy Statement to such stockholders, to consider adoption Subsequent Shares and approval of this Agreement and approval of the Merger Subsequent Warrants (the “"Company Stockholders’ ' Meeting”") to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the mailing of proxy statement is cleared by the Proxy Statement to the Company’s stockholdersSEC. Subject to Section 5.3(d)6.3, the Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval issuance of the Merger Subsequent Shares and Subsequent Warrants, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the applicable rules of The New York Stock Exchange or Delaware Law or any other applicable Legal Requirements laws to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting for a period not to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement orexceed thirty (30) days if, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) proxy statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ ' Meeting are solicited in compliance with Delaware Lawapplicable state law, its certificate of incorporation Certificate and bylawsBylaws, the rules of The New York Stock Exchange and all other applicable Legal Requirementsrules and laws.

Meeting of Company Stockholders. The (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law the Florida Business Corporation Act and its certificate of incorporation and bylaws the Company Charter Documents to call, hold and convene a an annual or special meeting of its stockholders, promptly following stockholders for the mailing purpose of the Proxy Statement to such stockholders, to consider adoption considering and approval of taking action on this Agreement and approval of the Merger (the “"Stockholders’ ' Meeting”) "), to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 60 days after the mailing Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the Proxy Statement to 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company’s stockholdersExchange Act, within 65 days after such initial filing). Subject to Section 5.3(d5.4(d), the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange or Delaware Law or any other applicable Legal Requirements Florida Business Corporation Act to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ ' Meeting. The Company shall ensure that the Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware Law, its certificate of incorporation and bylawsthe Florida Business Corporation Act, the rules of The New York Stock Exchange Company Charter Documents and all other applicable Legal Requirements. (b) Subject to the terms of Section 5.4(d): (i) the Board shall unanimously recommend that the Company's stockholders vote in favor of the adoption of this Agreement at the Stockholders' Meeting; (ii) the Proxy Statement shall include (A) the fairness opinion referred to in Section 2.24 and (B) a statement to the effect that the Board has unanimously recommended that the Company's stockholders vote in favor of the adoption of this Agreement at the Stockholders' Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend, change or modify, or propose or resolve to withdraw, amend, change or modify in a manner adverse to Parent, the unanimous recommendation of the Board that the Company's stockholders vote in favor of the adoption of this Agreement. Nothing in this Agreement shall prohibit the Board or any director from fulfilling its fiduciary duties including the duty of candor or disclosure to the Company's stockholders under applicable law. For purposes of this Agreement, said recommendation of the Board shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous.

Meeting of Company Stockholders. The Promptly after the Proxy Statement is cleared by the SEC, the Company will take all action necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”"COMPANY STOCKHOLDERS' MEETING") to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the mailing of the Proxy Statement to is cleared by the Company’s stockholdersSEC. Subject to Section 5.3(d4.2(d), the Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange the Nasdaq or Delaware Law or any other applicable Legal Requirements the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ ' Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the Nasdaq rules of The New York Stock Exchange and all other applicable Legal Requirements.

Meeting of Company Stockholders. The (a) Promptly after the date hereof, Company will take all action necessary in accordance with Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Company Stockholders’ Meeting”) ' Meeting to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable lawlaw and Company's Certificate of Incorporation and Bylaws) within 45 days after the mailing declaration of effectiveness of the Proxy Statement to S-4, for the Company’s stockholderspurpose of voting upon this Agreement and the Merger. Subject to Section 5.3(d5.2(c), the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange Nasdaq or Delaware Law or any other applicable Legal Requirements to obtain such approvalsapprovals ("COMPANY STOCKHOLDER VOTE"). Notwithstanding the anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company's Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and subject to Section 5.2(c) that all proxies solicited by it Company in connection with the Company Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware Law, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the rules of The New York Stock Exchange Nasdaq and all other applicable Legal Requirementslegal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to the Merger. (b) Subject to Section 5.2(c): (i) the Board of Directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of Company that Company's stockholders vote in 25 (c) Nothing in this Agreement shall prevent the Board of Directors of Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger, ceasing to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, or from endorsing or recommending to its stockholders a Superior Offer (as defined below) if (i) a Superior Offer is made to Company and is not withdrawn, (ii) neither Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4 with respect to such Superior Offer or the party making such offer (or any affiliate or associate of such party), and (iii) the Board of Directors of Company or any committee thereof concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation, the ceasing to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and the endorsement or recommendation of such Superior Offer, is required in order for the Board of Directors of Company or any committee thereof to comply with its fiduciary obligations to Company's stockholders under applicable law; PROVIDED, that the Board of Directors of Company may withhold, withdraw, amend or modify its recommendation in favor of the Merger or cease to solicit from its stockholders proxies in favor of adoption and approval of this Agreement and the approval of the Merger if failure to do so would violate applicable Delaware law. Subject to applicable laws, nothing contained in this Section 5.2 shall limit Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of Company shall have been withdrawn, amended or modified). For purposes of this Agreement " SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Company pursuant to which the stockholders of Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by Company of assets (excluding inventory and used equipment sold in the ordinary course of business) representing in excess of 50% of the fair market value of Company's business immediately prior to such sale, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of Company, on terms that the Board of Directors of Company determines, in its reasonable judgment, after consultation with its financial advisor, to be more favorable to Company stockholders than the terms of the Merger; PROVIDED, HOWEVER, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed or is not likely in the judgment of Company's Board of Directors to be obtained by such third party on a timely basis. 5.3

Meeting of Company Stockholders. The (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing stockholders of the Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger Company (the “"Company Stockholders’ ' Meeting”") to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable lawDelaware Law and the Certificate of Incorporation and Bylaws of the Company) within 45 days after forty five (45) calendar days, following the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s stockholderspurpose of voting upon this Agreement and the Merger. Subject to the terms of Section 5.3(d)5.2(c) hereof, the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Nasdaq Stock Exchange Market, Inc. or Delaware Law or any other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the Company Stockholders’ ' Meeting (i) if and to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its the Company's stockholders in advance of a vote on the Merger and this Agreement orand the Merger, if or (ii) if, as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) /Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware Law, its certificate and the Certificate of incorporation Incorporation and bylawsBylaws of the Company, the rules of The New York Nasdaq Stock Exchange Market, Inc. and all other applicable Legal Requirementslegal requirements. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal (as defined below), or by any withholding, withdrawal, amendment, modification or change of the recommendation of the Board of Directors of the Company with respect to this Agreement and/or the Merger. (b) Unless the Board of Directors of the Company shall have withheld, withdrawn, amended, modified or changed its recommendation of this Agreement and the Merger in compliance with Section 5.2(c) hereof: (i) the Board of Directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger. For all purposes of and under this Agreement, the foregoing recommendation of the Board of Directors of the Company shall be deemed to have been modified in a manner adverse to Parent if such recommendation by the Board of Directors of the Company or any committee thereof shall no longer be unanimous. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending, modifying or changing its unanimous recommendation in favor of the adoption and approval of this Agreement and approval of the Merger if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated the terms of Section 5.5 hereof and the Company is not then in material breach of this Agreement, and (iii) the Board of Directors of the Company reasonably concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment, modification or changing of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under Delaware Law with respect to such Superior Offer; provided, however, that prior to publicly withholding, withdrawing, amending, modifying or changing its recommendation in favor of the adoption and approval of this Agreement and approval of the Merger, the Company shall have given Parent at least three (3) business days prior written notice (or such lesser prior notice as provided to the members of Company's Board of Directors) thereof and the opportunity to meet with the Company and its counsel. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of the Company shall have been withheld, withdrawn, amended, modified or changed pursuant hereto). As used in this Agreement, the term "Superior Offer" shall mean any bona fide, unsolicited written Acquisition Proposal (as defined in Section 5.5(b) hereof) for all of the outstanding shares of Company Common Stock on terms that the Board of Directors of the Company determines in good faith, after considering the advice of a financial advisor of nationally recognized reputation and taking into account all the terms and conditions of the Acquisition Proposal, are more favorable to the Company's stockholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" pursuant hereto if any financing required to consummate the transaction contemplated by such offer is both not committed and not likely, in the judgment of the Board of Directors of the Company, to be obtained by such third party on a timely basis.

Meeting of Company Stockholders. The Promptly after the Proxy Statement is cleared by the SEC, the Company will take all action necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “Company Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days practicable after the mailing of the Proxy Statement to is cleared by the Company’s stockholdersSEC. Subject to Section 5.3(d4.2(d), the Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange the Nasdaq or Delaware Law or any other applicable Legal Requirements the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ Meeting. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the Nasdaq rules of The New York Stock Exchange and all other applicable Legal Requirements.

Meeting of Company Stockholders. The Promptly after the Registration Statement is declared effective under the Securities Act, the Company will take all action necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “"Company Stockholders’ ' Meeting”") to be held as promptly as reasonably practicable (without limitation, within forty-five (45) days, if practicable, and in any event (to the extent permissible under applicable law) within 45 days after the mailing declaration of effectiveness of the Proxy Statement to the Company’s stockholdersRegistration Statement. Subject to Section 5.3(d4.2(d), the Company will use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange the Nasdaq or Delaware Law or any other applicable Legal Requirements the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ ' Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the Nasdaq rules of The New York Stock Exchange and all other applicable Legal Requirements.

Meeting of Company Stockholders. The (a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law the Florida Business Corporation Act and its certificate of incorporation and bylaws the Company Charter Documents to call, hold and convene a an annual or special meeting of its stockholders, promptly following stockholders for the mailing purpose of the Proxy Statement to such stockholders, to consider adoption considering and approval of taking action on this Agreement and approval of the Merger (the “Stockholders’ Meeting”) ), to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 60 days after the mailing Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the Proxy Statement to 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company’s stockholdersExchange Act, within 65 days after such initial filing). Subject to Section 5.3(d5.4(d), the Company will shall use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York Stock Exchange or Delaware Law or any other applicable Legal Requirements Florida Business Corporation Act to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its the Company’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Stockholders’ Meeting are solicited solicited, in compliance with Delaware Law, its certificate of incorporation and bylawsthe Florida Business Corporation Act, the rules of The New York Stock Exchange Company Charter Documents and all other applicable Legal Requirements. (b) Subject to the terms of Section 5.4(d): (i) the Board shall unanimously recommend that the Company’s stockholders vote in favor of the adoption of this Agreement at the Stockholders’ Meeting; (ii) the Proxy Statement shall include (A) the fairness opinion referred to in Section 2.24 and (B) a statement to the effect that the Board has unanimously recommended that the Company’s stockholders vote in favor of the adoption of this Agreement at the Stockholders’ Meeting; and (iii) neither the Board nor any committee thereof shall withdraw, amend, change or modify, or propose or resolve to withdraw, amend, change or modify in a manner adverse to Parent, the unanimous recommendation of the Board that the Company’s stockholders vote in favor of the adoption of this Agreement. Nothing in this Agreement shall prohibit the Board or any director from fulfilling its fiduciary duties including the duty of candor or disclosure to the Company’s stockholders under applicable law. For purposes of this Agreement, said recommendation of the Board shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous.

Meeting of Company Stockholders. The Company will take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws to call, hold and convene a meeting of its stockholders, promptly following the mailing of the Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable law) within 45 days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of The New York the Nasdaq Stock Exchange Market or Delaware Law or any other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) ), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingMeeting or the Board of Directors of the Company reasonably requires additional time to satisfy its fiduciary duties in compliance with Section 5.3. The Company shall ensure that the any Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of The New York the Nasdaq Stock Exchange Market and all other applicable Legal Requirements.