Common use of Meeting of Parent Stockholders Clause in Contracts

Meeting of Parent Stockholders. (a) Parent shall take all action necessary in accordance with the DGCL, governing rules of the NGM and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, to be held as promptly as practicable, for the purpose of voting upon approval and adoption of this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Parent Stockholders Meeting is originally scheduled there are insufficient shares of Parent Common Stock represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall call, notice, convene, hold and conduct the Parent Stockholders’ Meeting, and solicit proxies in connection with the Parent Stockholders’ Meeting, in compliance with the DGCL, its Articles of Incorporation and Bylaws, the rules of the NGM and all other applicable Legal Requirements. (b) (i) The Board of Directors of Parent shall recommend that Parent’s stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Parent Stockholders’ Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Parent Stockholders’ Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the recommendation of the Board of Directors of Parent that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Merger.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting to be held as promptly as practicable, for and in any event (to the purpose extent permissible under applicable law) within 45 days after the declaration of voting upon approval and adoption of this Agreement, approval effectiveness of the Merger Registration Statement (provided that Company and any other approvals reasonably related thereto. Parent (i) shall consult with will notice the Company regarding the date of Stockholders' Meeting and the Parent Stockholders Stockholders' Meeting to be held on the same day, and if Company adjourns or postpones the Company Stockholders' Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting in order that they be held on the same day), for the purpose of voting upon the Parent Stockholder Approvals. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Parent Stockholder Approvals and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Stockholder Approval or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and conducted, and solicit that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. (b) (i) The Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger Parent Stockholder Approval at the Parent Stockholders’ ' Meeting; (ii) the Joint Proxy Statement Statement/Prospectus shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approval at the Parent Company Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote approve the Parent Stockholder Approval. (c) Nothing contained in favor of and adopt and approve this Agreement shall prohibit Parent or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the MergerExchange Act, or otherwise required by applicable law.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws ByLaws to convene a meeting of Parent's stockholders to consider the issuance of the shares of Parent Common Stock pursuant to the Merger and hold an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, (the "Parent Stockholders’ ' Meeting, ") to be held as promptly as practicable, for and in any event (to the purpose extent permissible under applicable Law) within 45 days after the declaration of voting effectiveness of the Registration Statement. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the issuance of the shares of Parent Common Stock pursuant to the Merger and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon approval consummation of the Merger, and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Prospectus/Proxy Statement is provided to the Parent's stockholders in advance of a vote on the issuance of the shares of Parent Common Stock pursuant to the Merger or a vote on the approval of an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and this Agreement upon consummation of the Merger, or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Parent's Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and solicit conducted, that all proxies solicited by the Company in connection with the Parent Stockholders’ Meeting, ' Meeting are solicited in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and BylawsByLaws, the rules of the NGM Nasdaq and all other applicable Legal RequirementsLaws. (b) (i) The Board of Directors of Parent shall unanimously recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the issuance of the shares of Parent Common Stock pursuant to the Merger at and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Stockholders’ Meeting; (ii) Common Stock so as to permit the Joint transactions contemplated hereby, subject to and upon consummation of the Merger. The Prospectus/ Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has unanimously recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger such matters at the Parent Stockholders’ ' Meeting; and (iii) neither . Neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the unanimous recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote in favor of and adopt and approve such matters. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if said recommendation shall no longer be unanimous. (c) Nothing contained in this Agreement shall prohibit Parent or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the MergerExchange Act or making any other disclosure to its stockholders as required by Law.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Parent Stockholder Approvals. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Parent Stockholder Approvals and adoption will take all other action necessary to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Stockholder Approvals or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and conducted, and solicit that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. (b) (i) The Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger Parent Stockholder Approvals at the Parent Stockholders’ ' Meeting; (ii) the Joint Proxy Statement Statement/Prospectus shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approvals at the Parent Company Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote approve the Parent Stockholder Approvals. (c) Nothing contained in favor of and adopt and approve this Agreement shall prohibit Parent or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the MergerExchange Act.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting (including any adjournments thereof) to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Parent Stockholder Approvals. Subject to Section 5.3(c), Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Parent Stockholder Approvals and adoption will take all other action necessary to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Stockholder Approvals or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and conducted, and solicit that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. (b) Subject to Section 5.3(c): (ia) The the Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Parent Stockholders’ Meeting; Stockholder Meeting approve the following (i) the issuance of Parent Common Stock pursuant to the Merger, and (ii) the amendment of Parent's Certificate of Incorporation to effect the Parent Name Change (collectively, the "Parent Stockholder Approvals"); (b) the Joint Proxy Statement Statement/Prospectus shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approvals at the Parent Stockholders’ ' Meeting; and (iiic) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote approve the Parent Stockholder Approvals. (c) Nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger or endorsing or recommending a Parent Superior Offer (as defined below) if (i) a Parent Superior Offer (as defined below) is made to Parent and adopt is not withdrawn, (ii) Parent shall have provided written notice to the Company (a "Notice of Parent Superior Offer") advising the Company that Parent has received a Parent Superior Offer, summarizing all of the material terms and approve conditions of such Parent Superior Offer and identifying the person or entity making such Parent Superior Offer, (iii) the Company shall not have, within two business days of the Company's receipt of the Notice of Parent Superior Offer, made an offer that Parent's Board of Directors by a majority vote determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to Parent's stockholders as such Parent Superior Offer (it being agreed that the Board of Directors of Parent shall convene a meeting to consider any such offer by Company promptly following the receipt thereof), (iv) the Board of Directors of Parent concludes in good faith, after consultation with its outside legal counsel, that, in light of such Parent Superior Offer, the failure to withhold, withdraw, amend or modify such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Parent to Parent's stockholders under applicable law and (v) Parent shall not have knowingly violated any of the restrictions set forth in Section 5.5 or any of the material provisions of this Agreement Section 5.3. Parent shall provide Company with at least two business days prior notice (or such lesser prior notice as provided to the members of the Parent's Board of Directors) of any meeting of Parent's Board of Directors at which Parent's Board of Directors is reasonably expected to consider any Parent Acquisition Proposal (as defined in Section 5.5) to determine whether such Parent Acquisition Proposal is a Parent Superior Offer. Nothing contained in this Section 5.3(c) shall limit the Parent's obligation to hold and convene the Parent Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Parent shall have been withdrawn, amended or modified). For purposes of this Agreement, "Parent Superior Offer" shall mean (a) an unsolicited, bona fide Parent Acquisition Proposal that the Board of Directors of Parent determines, in its good faith determination (after consultation with a financial advisor of national standing) to be substantially more favorable to the Parent stockholders than the Merger and (b) which requires by its terms that as a condition to the consummation of the transaction contemplated by such written offer the Merger and the Mergertransactions contemplated thereby be terminated; provided, however, that any such offer shall not be deemed to be a "Parent Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the good faith determination of the Parent's Board of Directors (after consultation with its financial advisor) to be obtained by such third party on a timely basis.

Meeting of Parent Stockholders. (a) As soon as practicable following the date upon which the Registration Statement becomes effective with the SEC, Parent shall take all action necessary in accordance with the DGCL, governing rules of the NGM and its Certificate of Incorporation and Bylaws Bylaws, and the rules of the NGM to convene duly call, give notice of and hold the Parent Stockholders’ Stockholder Meeting. (b) Subject to Section 6.3(d), to be held as promptly as practicable, for the purpose of voting upon approval and adoption of this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of once the Parent Stockholders MeetingStockholder Meeting has been called and noticed, and (ii) Parent shall not postpone or adjourn the Parent Stockholders Stockholder Meeting (other than for the absence of a quorum) without the prior written consent of the Company. (c) Subject to Section 5.3(d), Parent’s Board of Directors shall recommend that the Charter Amendment and the Stock Issuance be approved by the stockholders of the Parent. The Parent’s Board of Directors shall submit the Charter Amendment and the Stock Issuance to the stockholders of Parent for their approval, whether or not the Parent’s Board of Directors at any time changes, withdraws or modifies the Parent Board Recommendation. As long as the Parent’s Board of Directors has not so changed, withdrawn or modified the Parent Board Recommendation, Parent shall solicit from stockholders of Parent proxies in favor of the Charter Amendment and the Stock Issuance and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL and its Certificate of Incorporation to authorize the Charter Amendment and the Stock Issuance. Without limiting the generality of the foregoing: (i) Parent agrees that its obligation to duly call, give notice of, convene and hold the Parent Stockholder Meeting as required by this Section 6.3 shall not be affected by the withdrawal, amendment or modification of the Parent Board Recommendation; providedand (ii) subject to Section 5.3 hereof, howeverParent agrees that its obligations under this Section 6.3 shall not be affected by the commencement, that public proposal, public disclosure or communication to Parent of any Superior Competing Proposal (d) Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders Stockholder Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) required supplement or amendment to the Joint Proxy Statement is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Parent Stockholders Meeting is originally scheduled there are insufficient shares of Parent Common Stock represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall call, notice, convene, hold and conduct the Parent Stockholders’ Meeting, and solicit proxies in connection with the Parent Stockholders’ Meeting, in compliance with the DGCL, its Articles of Incorporation and Bylaws, the rules of the NGM and all other applicable Legal Requirements. (b) (i) The Board of Directors of Parent shall recommend that Parent’s stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Parent Stockholders’ Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Parent Stockholders’ Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the recommendation of the Board of Directors of Parent that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Mergerstockholders.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of Parent's stockholders to consider the issuance of the shares of Parent Common Stock pursuant to the Merger and hold an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Stockholders’ MeetingCommon Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, (the "PARENT STOCKHOLDERS MEETING") to be held as promptly as practicable, for and in any event (to the purpose extent permissible under applicable law) within 45 days after the declaration of voting effectiveness of the Registration Statement. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the issuance of the shares of Parent Common Stock pursuant to the Merger and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon approval consummation of the Merger, and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Prospectus/Proxy Statement is provided to the Parent's stockholders in advance of a vote on the issuance of the shares of Parent Common Stock pursuant to the Merger or a vote on the approval of an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and this Agreement upon consummation of the Merger, or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Parent's Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and solicit conducted, that all proxies solicited by the Company in connection with the Parent Stockholders’ Meeting, ' Meeting are solicited in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq and all other applicable Legal Requirementslegal requirements. (b) (i) The Board of Directors of Parent shall unanimously recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the issuance of the shares of Parent Common Stock pursuant to the Merger at and an amendment to Parent's Certificate of Incorporation to increase the authorized number of shares of Parent Stockholders’ Meeting; (ii) Common Stock so as to permit the Joint transactions contemplated hereby, subject to and upon consummation of the Merger. The Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has unanimously recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger such matters at the Parent Stockholders’ ' Meeting; and (iii) neither . Neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the unanimous recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote in favor of and adopt and approve such matters. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if said recommendation shall no longer be unanimous. (c) Nothing contained in this Agreement shall prohibit Parent or its Board of Directors from taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the MergerExchange Act.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of Parent's stockholders to consider the issuance of the shares of Parent Common Stock pursuant to the Merger and hold an amendment to Parent's Certificate of Incorporation to change the name of Parent Stockholders’ to "Xxxxxxx.xxx, Inc.," effective at the Effective Time, and to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger (the "Parent Stockholders Meeting, ") to be held as promptly as practicable, for and in any event (to the purpose extent permissible under applicable law) within 45 days after the declaration of voting effectiveness of the Registration Statement. Parent will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the issuance of the shares of Parent Common Stock pursuant to the Merger and an amendment to Parent's Certificate of Incorporation to change the name of Parent to "Xxxxxxx.xxx, Inc.," effective at the Effective Time, and to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon approval consummation of the Merger, and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or to postpone the Parent Stockholders Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Parent's stockholders in advance of a vote on the issuance of the shares of Parent Common Stock pursuant to the Merger or a vote on the approval of an amendment to Parent's Certificate of Incorporation to change the name of Parent to "Xxxxxxx.xxx, Inc.," effective at the Effective Time, and this Agreement to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, or, if as of the time for which the Parent Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ MeetingStockholders Meeting is called, noticed, convened, held and solicit conducted, that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting, Stockholders Meeting are solicited in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq and all other applicable Legal Requirementslegal requirements. Parent's obligation to call, give notice of, convene and hold the Parent Stockholders' Meeting in accordance with this Section 5.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Parent of any Parent Acquisition Proposal (as defined in Section 5.5), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Parent with respect to this Agreement or the Merger. (b) Subject to Section 5.3(c): (i) The the Board of Directors of Parent shall unanimously recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the issuance of the shares of Parent Common Stock pursuant to the Merger at and an amendment to Parent's Certificate of Incorporation to change the name of Parent Stockholders’ Meeting; to "Xxxxxxx.xxx, Inc.," effective immediately following the Effective Time, and to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, subject to and upon consummation of the Merger, (ii) the Joint Proxy Statement Statement/Prospectus shall include a statement to the effect that the Board of Directors of Parent has unanimously recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger such matters at the Parent Stockholders’ ' Meeting; , and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or to resolve to withdraw, amend or modify in a manner adverse to Company, the unanimous recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote in favor of such matters. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Company if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and adopt and approve (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its unanimous recommendations in favor of the issuance of the shares of Parent Common Stock pursuant to the Merger or of an amendment to Parent's Certificate of Incorporation to change the name of Parent to "Xxxxxxx.xxx, Inc.," effective at the Effective Time, and to increase the authorized number of shares of Parent Common Stock so as to permit the transactions contemplated hereby, or both, subject to and upon consummation of the Merger, if (i) a Parent Superior Offer (as defined below) is made to Parent and is not withdrawn, (ii) Parent shall have provided written notice to Company (a "Notice of Parent Superior Offer") advising Company that Parent has received a Parent Superior Offer, specifying all of the material terms and conditions of such Parent Superior Offer and identifying the person or entity making such Parent Superior Offer, (iii) Company shall not have, within five business days of Company's receipt of the Notice of Parent Superior Offer, made an offer (a) that the Board of Directors of Parent by a majority vote determines in its good faith judgment (based on the written advice of its financial adviser) to be at least as favorable to Parent's stockholders as such a Company Superior Offer (it being agreed that the Board of Directors of Parent shall convene a meeting to consider any such offer by Company promptly following the receipt thereof) or (b) that in the case of Superior Proposal that involves the payment of cash for all of the outstanding Parent Common Stock, represents an equal or greater per share price, (iv) the Board of Directors of Parent concludes in good faith, after consultation with its outside counsel, that, in light of such Parent Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law, and (v) Parent shall not have violated any of the restrictions set forth in Section 5.4, Section 5.5 or this Section 5.3. Parent shall provide Company with at least three business days prior notice (or such lesser prior notice as provided to the members of Parent's Board of Directors but in no event less than twenty-four hours) of any meeting of Parent's Board of Directors at which Parent's Board of Directors is reasonably expected to consider any Parent Acquisition Proposal (as defined in Section 5.5) to determine whether such Parent Acquisition Proposal is a Parent Superior Offer. Subject to applicable laws, nothing contained in this Section 5.3 shall limit Parent's obligation to hold and convene the Parent Stockholders' Meeting (regardless of whether the unanimous recommendation of the Board of Directors of Parent shall have been withdrawn, amended or modified).

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold a meeting of Parent's stockholders (the "PARENT STOCKHOLDERS MEETING") to consider (i) the issuance of the shares of Parent Common Stock pursuant to the Merger (the "FIRST PROPOSAL"); (ii) an amendment to the Parent Stockholders’ MeetingCertificate of Incorporation to increase the number of shares of Parent Common Stock and Preferred Stock of Parent authorized thereunder and (iii) an amendment to Parent's certificate of Incorporation to change its corporate name (subject to and conditional upon the effectiveness of the Merger) (collectively, the "PARENT PROPOSALS"), to be held as promptly as practicable, for and in any event (to the purpose extent permissible under applicable law) within 45 days after the declaration of voting upon approval effectiveness of the Registration Statement. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Parent Proposals and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Meeting Stockholders' Meeting, but only to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Prospectus/Proxy Statement is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Proposals or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Parent's Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and solicit conducted, that all proxies solicited by the Company in connection with the Parent Stockholders’ Meeting, ' Meeting are solicited in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq and all other applicable Legal Requirementslegal requirements. Parent's obligation to call, give notice of, convene and hold the Parent Stockholders' Meeting in accordance with Section 5.3(a) shall not be limited or otherwise affected (except to the extent set forth in this Section 5.3(a)) by the commencement, disclosure, announcement or submission to Parent of any offer or proposal to acquire securities or assets of Parent or its subsidiaries or any merger, consolidation, business combination or similar transaction involving Parent, or by the withdrawal, amendment or modification of the recommendation of the Board of Directors of Parent 60 with respect to the Merger, the Parent Proposals, this Agreement or the transactions contemplated hereby. (b) (i) The Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Parent Stockholders’ Meeting; (iiProposals or otherwise comply with Section 251(c) of Delaware Law. Except as necessary so as not to breach its fiduciary duties to Parent's stockholders under Delaware Law, the Joint Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Proposals at the Parent Stockholders’ ' Meeting; and (iii) . Except as necessary so as not to breach its fiduciary duties to Parent's stockholders under Delaware Law, neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote in favor of and adopt and approve this the First Proposal. Except as provided in the previous sentence with respect to the First Proposal, neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the recommendation of the Board of Directors of Parent that Parent's stockholders vote in favor of the Parent Proposals. Notwithstanding anything permitted by the foregoing, neither Parent nor its Board of Directors shall take any action that would cause any Parent Voting Agreement and the Mergerto be unenforceable in accordance with its terms under applicable law.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon approval the issuance of the shares of Parent Common Stock pursuant to the Merger. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the issuance of the shares of Parent Common stock pursuant to the Merger and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Prospectus/Proxy Statement is provided to the Parent's stockholders in advance of a vote on the issuance of the shares of Parent Common Stock pursuant to the Merger and this Agreement or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Parent's Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and solicit conducted, that all proxies solicited by the Company in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq and all other applicable Legal Requirementslegal requirements. Parent's obligation to call, give notice of, convene and hold the Parent's Stockholders' Meeting in accordance with this Section 5.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Parent with respect to the adoption and approval of this Agreement, the approval of the Merger or the issuance of the shares of Parent Common Stock pursuant to the Merger. (b) (i) The Board of Directors of Parent shall unanimously recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the issuance of the shares of Parent Common Stock pursuant to the Merger at the Parent Stockholders’ ' Meeting; (ii) the Joint . The Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Parent has unanimously approved and adopted this Agreement and approved the Merger and has unanimously recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the issuance of the shares of Parent Common Stock pursuant to the Merger at the Parent Stockholders’ ' Meeting; and (iii) neither . Neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the Company, the unanimous approval and adoption of this Agreement and approval of the Merger or the unanimous recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote in favor of and adopt and approve the issuance of the shares of Parent Common Stock pursuant to the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to the Company if said recommendation shall no longer be unanimous. (c) Nothing contained in this Agreement shall prohibit Parent or its Board of Directors from (x) taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the MergerExchange Act or (y) making any disclosure to Parent's stockholders if, in the good faith judgment of the majority of the members of the Board of Directors of Parent, after consultation with independent legal counsel, failure to so disclose would be inconsistent with applicable laws.

Meeting of Parent Stockholders. (a) Promptly after the delivery of the audited financial statements of the Company to the Parent, the Parent shall take all action necessary in accordance with Nevada Law, the DGCL, governing rules of OTC Bulletin Board and the NGM articles of incorporation, as amended, and its Certificate bylaws of Incorporation and Bylaws Parent (the “PARENT CHARTER DOCUMENTS”) to convene a special meeting of its stockholders for the purpose of considering and hold taking action with respect to (i) the Parent StockholdersStockholder Approval (the “STOCKHOLDERS’ MeetingMEETING”) and (ii) the removal of the existing board of directors of the Parent and election of directors designated by Company, which removal and appointment shall be effective upon the failure to obtain the Parent Stockholder Approval, to be held as promptly as practicable, for . The Parent shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the purpose of voting upon approval and adoption of this Agreement and the Amendment and to take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders’ Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement is provided to the Parent's ’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Parent Stockholders Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders MeetingStockholders’ Meeting or to approve this Agreement and the Merger. The Parent shall callensure that the Stockholders’ Meeting is called, noticenoticed, conveneconvened, hold held and conduct conducted, and that all proxies solicited by the Parent Stockholders’ Meeting, and solicit proxies in connection with the Parent Stockholders’ MeetingMeeting are solicited, in compliance with the DGCL, its Articles of Incorporation and BylawsNevada Law, the rules of the NGM Parent Charter Documents, and all other applicable Legal RequirementsLaws. (b) (i) The Board of Directors of the Parent shall unanimously recommend that the Parent’s stockholders vote in favor of and adopt and approve this Agreement Agreement, the Amendment and approve the Merger at the Parent Stockholders’ Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of the Parent has unanimously recommended that the Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approval at the Parent Stockholders’ Meeting; and (iiiii) neither the Board of Directors of Parent the Company nor any committee thereof shall withdraw, amend amend, change or modify, or propose or resolve to withdraw, amend amend, change or modify in a any manner adverse to Company, the unanimous recommendation of the Board that the Parent’s stockholders vote in favor of the Parent Stockholder Approval. For purposes of this Agreement, said recommendation of the Board of Directors of Parent that Parent’s stockholders vote the Company shall be deemed to have been modified in favor of and adopt and approve this Agreement and the Mergera manner adverse to Company if said recommendation shall no longer be unanimous.

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting to be held as promptly as practicable, practicable and in any event (to the extent permissible under applicable law) within 45 days after the completion of the SEC's review of the Proxy Statement for the purpose of voting upon the Parent Stockholder Approval. Subject to Section 5.2(c), Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Parent Stockholder Approval and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market, Delaware Law, its Certificate of Incorporation and Bylaws to obtain such approval. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Stockholder Approval or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and conducted, and solicit that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. (b) (i) The Subject to Section 5.2(c), the Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger Parent Stockholder Approval at the Parent Stockholders’ ' Meeting; (ii) and the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approval at the Parent Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to CompanyVHA, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote approve the Parent Stockholder Approval. (c) Nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the Parent Stockholder Approval if (i) a Superior Offer (as defined below) is made to Parent and adopt is not withdrawn, (ii) Parent shall have provided written notice to VHA and approve UHC (a "NOTICE OF SUPERIOR OFFER") advising them that Parent has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) VHA and/or UHC shall not have, within three business days of Parent's receipt of the Notice of Superior Offer, made an offer that Parent's Board of Directors by a majority vote determines in its good faith judgment (after consultation with a financial advisor of national standing) to be at least as favorable to Parent's stockholders as such Superior Offer (it being agreed that the Board of Directors of Parent shall convene a meeting to consider any such offer by VHA and/or UHC promptly following the receipt thereof), (iv) the Board of Directors of Parent 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 is required in order for the Board of Directors of Parent to comply with its fiduciary obligations to Parent's stockholders under applicable law and (v) Parent shall not have violated any of the restrictions set forth in Section 5.4(a) or (b) or this Agreement Section 5.2. Parent shall provide VHA with at least one day prior notice (or such lesser prior notice as provided to the members of the Parent's Board of Directors) of any meeting of the Parent's Board of Directors at which Parent's Board of Directors is reasonably expected to consider any Parent Acquisition Proposal (as defined in Section 5.4) to determine whether such Parent Acquisition Proposal is a Superior Offer. Nothing contained in this Section 5.2(c) shall limit Parent's obligation to hold and convene the MergerParent Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of Parent shall have been withdrawn, amended or modified).

Meeting of Parent Stockholders. (a) Promptly after the date hereof, Parent shall will take all action necessary in accordance with the DGCL, governing rules of the NGM Delaware Law and its Certificate of Incorporation and Bylaws to convene and hold the Parent Stockholders’ Meeting, ' Meeting to be held as promptly as practicable, practicable and in any event (to the extent permissible under applicable law) within 45 days after the completion of the SEC's review of the Proxy Statement for the purpose of voting upon the Parent Stockholder Approval. Subject to Section 5.2(c), Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Parent Stockholder Approval and adoption will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market, Delaware Law, its Certificate of Incorporation and Bylaws to obtain such approval. Notwithstanding anything to the contrary contained in this Agreement, approval of the Merger and any other approvals reasonably related thereto. Parent (i) shall consult with Company regarding the date of the Parent Stockholders Meeting, and (ii) shall not postpone or adjourn the Parent Stockholders Meeting without the prior written consent of Company; provided, however, that Parent may adjourn or postpone the Parent Stockholders Stockholders' Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Company) supplement or amendment to the Joint Proxy Statement is provided to the Parent's stockholders in advance of a vote on the Merger and this Agreement Parent Stockholder Approval or, if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in Person person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall call, notice, convene, hold and conduct ensure that the Parent Stockholders’ Meeting' Meeting is called, noticed, convened, held and conducted, and solicit that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting' Meeting are solicited, in compliance with the DGCLDelaware Law, its Articles Certificate of Incorporation and Bylaws, the rules of the NGM Nasdaq Stock Market and all other applicable Legal Requirementslegal requirements. (b) (i) The Subject to Section 5.2(c), the Board of Directors of Parent shall recommend that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger Parent Stockholder Approval at the Parent Stockholders’ ' Meeting; (ii) and the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s 's stockholders vote in favor of and adopt and approve this Agreement and the Merger Parent Stockholder Approval at the Parent Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to CompanyUHC, the recommendation of the Board of Directors of Parent that Parent’s 's stockholders vote approve the Parent Stockholder Approval. (c) Nothing in this Agreement shall prevent the Board of Directors of Parent from withholding, withdrawing, amending or modifying its recommendation in favor of the Parent Stockholder Approval if (i) a Superior Offer (as defined below) is made to Parent and adopt is not withdrawn, (ii) Parent shall have provided written notice to VHA and approve this Agreement UHC (a "NOTICE OF SUPERIOR OFFER") advising them that Parent has received a Superior Offer, specifying all of the material terms and conditions of such Superior Offer and identifying the Merger.person or entity making