Common use of Meeting of Shareholders Clause in Contracts

Meeting of Shareholders. (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

Meeting of Shareholders. 8.1.1 Rome will (ai) Promptly after the date hereof, the Company shall take all action steps necessary in accordance with the GBCC to duly call, give notice of, convene and its Articles of Incorporation and by-laws to convene hold a special meeting of its shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “Rome Shareholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the Rome Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Rome shareholders; and (iii) cooperate and consult with BHB with respect to each of the foregoing matters. Neither the The Board of Directors of Rome may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the Company nor any committee thereof shalladvice of its financial and legal advisors, except as required by their has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. 8.1.2 To the extent legally required, BHB will (bi) If necessary, Parent shall take all action steps necessary in accordance with the DGCL to duly call, give notice of, convene and its Certificate of Incorporation and by-laws to convene hold a special meeting of stockholders (the "Parent Stockholders Meeting") to be held its shareholders as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “BHB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHB shareholders; and (iii) cooperate and consult with Rome with respect to each of the foregoing matters. Neither the The Board of Directors of Parent nor BHB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any committee thereof shallsuch recommendation only if such Board of Directors, except as required by their after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law.

Meeting of Shareholders. 8.1.1 BSFI will (ai) Promptly after the date hereof, the Company shall take all action steps necessary in accordance with the GBCC to duly call, give notice of, convene and its Articles of Incorporation and by-laws to convene hold a special meeting of shareholders ("Company Shareholders Meeting") to be held its stockholders as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “BSFI Stockholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the BSFI Stockholders Meeting, have its Board of Directors recommend approval of this Agreement to the BSFI stockholders; and (iii) cooperate and consult with AFC with respect to each of the foregoing matters. Neither the The Board of Directors of BSFI may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the Company nor any committee thereof shalladvice of its financial and legal advisors, except as required by their has determined that the making of such recommendation, or the failure so to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. 8.1.2 AFC will (bi) If necessary, Parent shall take all action steps necessary in accordance with the DGCL to duly call, give notice of, convene and its Certificate of Incorporation and by-laws to convene hold a special meeting of stockholders (the "Parent Stockholders Meeting") to be held its shareholders as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “AFC Shareholders Meeting”), (ii) in connection with the solicitation of proxies with respect to the AFC Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the AFC shareholders; and (iii) cooperate and consult with BSFI with respect to each of the foregoing matters. Neither the The Board of Directors of Parent nor AFC may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any committee thereof shallsuch recommendation only if such Board of Directors, except as required by their after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law.

Meeting of Shareholders. 8.1.1 Legacy will (ai) Promptly after the date hereof, the Company shall take all action steps necessary in accordance with the GBCC to duly call, give notice of, convene and its Articles of Incorporation and by-laws to convene hold a special meeting of its shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “Legacy Shareholders Meeting”), except as otherwise provided in this section, (ii) in connection with the solicitation of proxies with respect to the Legacy Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the Legacy shareholders; and (iii) cooperate and consult with BHLB with respect to each of the foregoing matters. Neither the The Board of Directors of Legacy may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any such recommendation only if such Board of Directors, after having consulted with and considered the Company nor any committee thereof shalladvice of its financial and legal advisors, except as required by their has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. 8.1.2 BHLB will (bi) If necessary, Parent shall take all action steps necessary in accordance with the DGCL to duly call, give notice of, convene and its Certificate of Incorporation and by-laws to convene hold a special meeting of stockholders (the "Parent Stockholders Meeting") to be held its shareholders as promptly as practicable after the S-4 Merger Registration Statement is declared effective by the SEC SEC, for the purposes purpose of voting upon considering this Agreement and the MergerMerger (the “BHLB Shareholders Meeting” ), (ii) in connection with the solicitation of proxies with respect to the BHLB Shareholders Meeting, have its Board of Directors recommend approval of this Agreement to the BHLB shareholders; and (iii) cooperate and consult with Legacy with respect to each of the foregoing matters. Neither the The Board of Directors of Parent nor BHLB may fail to make such a recommendation referred to in clause (ii) above, or withdraw, modify or change any committee thereof shallsuch recommendation only if such Board of Directors, except as required by their after having consulted with and considered the advice of its financial and legal advisors, has determined that the making of such recommendation, or the failure to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties directors under applicable law...

Meeting of Shareholders. (a) Promptly after The Board of Directors of the Company shall, as promptly as practicable following the date hereofof this Agreement and in consultation with Parent, the Company shall take all action necessary in accordance with the GBCC (i) duly call, give notice of, convene and its Articles of Incorporation and by-laws to convene hold a meeting of its shareholders for the purpose of considering, adopting and approving this Agreement and the Merger (the "Company Shareholders Meeting") and (ii) (A) except to be held the extent modified in accordance with this Section 2.3, include in the Proxy Statement (as promptly as practicable after defined in Section 3.6) the S-4 Registration Statement is declared effective by unanimous recommendation of the SEC for Company's Board of Directors acting upon the purposes recommendation of voting upon the Independent Committee that the shareholders of the Company vote in favor of the adoption of this Agreement and the MergerMerger and (B) use its reasonable best efforts, including, without limitation, if requested by Parent, hiring a proxy solicitation firm reasonably acceptable to Parent, to obtain the affirmative vote of holders of a majority of the outstanding Company Common Stock (the "Requisite Shareholder Approval"). Neither the Board of Directors of the Company nor any committee director thereof shallshall withdraw, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw amend or modify, or propose to withdraw or modify, modify in a manner adverse to ParentParent or Acquisition Sub its recommendation referred to in clause (ii) (A) of the preceding sentence (or announce publicly his, her or its intention to do so). Notwithstanding the approval or recommendation by foregoing, prior to the receipt of the Requisite Shareholder Approval, the Board of Directors of the Company shall be permitted to withdraw, amend or such committee modify its recommendation (or publicly announce its intention to do so) of this Agreement and the Merger in a manner adverse to Parent or the Merger. Nothing contained Acquisition Sub if: (1) a Superior Acquisition Proposal (as defined in this Section 6.3(a5.3) shall prohibit have been proposed by any Person (as hereinafter defined) other than Parent or Acquisition Sub and such proposal is pending at the Company from making any disclosure to the Company's shareholders if, in the good faith judgment time of such action; (2) the Board of Directors of the Company (shall have concluded in reliance upon the opinion of good faith, after consultation with its outside legal counsel), such disclosure is necessary for that the Board of Directors is required to withdraw, amend or modify its recommendation in order to comply with its fiduciary duties to the shareholders of the Company under applicable law. The law and (3) the Company shall deliver to Parent, concurrent be in compliance with the execution and delivery of this Agreement, the Voting Agreement executed by SzlamSection 5.3 hereof. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

Meeting of Shareholders. (a) Promptly after the date hereof, the Company shall Target will take all action necessary in accordance with the GBCC Florida Law and its Articles of Incorporation and by-laws Bylaws to convene a meeting of shareholders ("Company Shareholders Meeting") the Shareholders' Meeting to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC practicable, for the purposes purpose of voting upon this Agreement and the Merger. Neither Subject to Section 6.2(c), Target will use its commercially reasonable best efforts (as defined in Section 9.3) to solicit from the Target Shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Subject to Section 6.2(c), Target will take all other action necessary or advisable to secure the vote or consent of the Target Shareholders required by Florida Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Section 6.2(c): (i) the Board of Directors of Target shall unanimously recommend that the Company Target Shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Shareholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Target has unanimously recommended that the Target Shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Shareholders' Meeting; and (iii) neither the Board of Directors of Target, nor any committee thereof shallshall withdraw, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw amend or modify, or propose or resolve to withdraw withdraw, amend or modify, modify in a manner adverse to Parent, the approval or unanimous recommendation by of the Board of Directors of Target that the Company Target Shareholders vote in favor of and adopt and approve this Agreement and approve 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 Parent if said recommendation shall no longer be unanimous. (c) Nothing in this Agreement shall prevent the Board of Directors of Target from withholding, withdrawing, amending or such committee modifying its unanimous recommendation in favor of this Agreement and the Merger if (i) a Superior Offer (as defined below) is made to Target and is not withdrawn, (ii) neither Target nor any of its representatives shall have violated any of the restrictions set forth in Section 6.4(a), and (iii) the Board of Directors of Target 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 MergerBoard of Directors of Target to comply with its fiduciary obligations to the Target Shareholders under applicable law. Nothing contained in this Section 6.3(a) 6.2 shall prohibit limit Target's obligation to hold and convene the Company from making any disclosure to Shareholders' Meeting (regardless of whether the Company's shareholders if, in the good faith judgment unanimous recommendation of the Board of Directors of the Company (in reliance upon the opinion of its outside counselTarget shall have been withdrawn, amended or modified), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery For purposes of this Agreement, a "SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the Voting Agreement executed following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target, pursuant to which the shareholders of Target 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 Szlam. Target of assets (bexcluding inventory and used equipment sold in the ordinary course of business) If necessaryrepresenting in excess of 50% of the fair market value of Target's business immediately prior to such sale, Parent shall take all action necessary or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Target), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in accordance with excess of 50% of the DGCL and its Certificate voting power of Incorporation and by-laws to convene a meeting the then outstanding shares of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes capital stock of voting upon this Agreement and the Merger. Neither Target, in each case on terms that the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modifyTarget determines, in a manner adverse its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company, Target Shareholders from a financial point of view than the approval or recommendation by the Board terms of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) ; provided, however, that any such offer shall prohibit Parent from making not be deemed to be a "Superior Offer" if any disclosure financing required to Parent's stockholders if, consummate the transaction contemplated by such offer is not committed and is not likely in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Target's Board of Directors to comply with its fiduciary duties under applicable lawbe obtained by such third party on a timely basis.

Meeting of Shareholders. (a) Promptly after the date hereofRegistration Statement is declared effective under the Securities Act, the Company shall each of Verigy and LTX-Credence will take all action necessary or advisable in accordance with the GBCC applicable Legal Requirements, its memorandum and its Articles articles of Incorporation association or articles of organization and by-laws bylaws, to duly call, give notice of, convene and hold a meeting of its shareholders ("Company Shareholders each, a “Shareholders’ Meeting"”) to be held as promptly as practicable after the S-4 declaration of effectiveness of the Registration Statement to consider (x) in the case of Verigy, the approval of the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is declared effective withdrawn or abandoned in accordance with Section 5.19 hereof), and (y) in the case of LTX-Credence, approval of this Agreement. Notwithstanding anything to the contrary set forth herein, each of LTX-Credence and Verigy may, in its sole discretion, hold the Shareholders’ Meetings contemplated hereunder as part of their respective annual meetings of shareholders, but both parties shall only submit to their respective shareholders at the Shareholders’ Meetings the proposals contemplated by the SEC for the purposes of voting upon this Agreement and any other proposals mutually agreed upon by Verigy and LTX-Credence. Each of Verigy and LTX-Credence will use commercially reasonable efforts to hold their respective Shareholders’ Meetings on the Mergersame date and at the same time. Neither Subject to Section 5.3(d), each of Verigy and LTX-Credence will use commercially reasonable efforts to (i) solicit from their respective shareholders votes and/or proxies in favor of, in the case of Verigy, the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) and, in the case of LTX-Credence, the approval of this Agreement and (ii) secure the vote or consent of its shareholders required by the rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Verigy or LTX-Credence, as the case may be, may adjourn or postpone its Shareholders’ Meeting to the extent necessary (A) to provide any necessary supplement or amendment to the Proxy Statement/Prospectus to its respective shareholders in advance of the vote on the approval of (in the case of Verigy) the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) or the approval of this Agreement (in the case of LTX-Credence), (B) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Shareholders’ Meeting or (C) if the other party has adjourned or postponed its Shareholders’ Meeting for any of the foregoing reasons. Each of Verigy and LTX-Credence shall ensure that its respective Shareholders’ Meeting is duly called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Shareholders’ Meeting are solicited, in compliance with all applicable Legal Requirements, its memorandum and articles of association or articles of organization and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Verigy or LTX-Credence, as the case may be, to call, give notice of, convene and hold its Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors of with respect to the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement Holdco LTX-Credence Merger or the LTD LTX-Credence Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel)as applicable, such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the CompanyCharter Amendment, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement Share Issuance or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable lawHoldco Reorganization.

Meeting of Shareholders. (a) Promptly after the date hereof, the Company shall Target will take all action necessary in accordance with the GBCC Florida Law and its Articles of Incorporation and by-laws Bylaws to convene a meeting of shareholders ("Company Shareholders Meeting") the Shareholders' Meeting to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC practicable, for the purposes purpose of voting upon this Agreement and the Merger. Neither Subject to Section 6.2(c), Target will use its commercially reasonable best efforts (as defined in Section 9.3) to solicit from the Target Shareholders, proxies in favor of the adoption and approval of this Agreement and the approval of the Merger. Subject to Section 6.2(c), Target will take all other action necessary or advisable to secure the vote or consent of the Target Shareholders required by Florida Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Section 6.2(c): (i) the Board of Directors of Target shall unanimously recommend that the Company Target Shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Shareholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Target has unanimously recommended that the Target Shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Shareholders' Meeting; and (iii) neither the Board of Directors of Target, nor any committee thereof shallshall withdraw, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw amend or modify, or propose or resolve to withdraw withdraw, amend or modify, modify in a manner adverse to Parent, the approval or unanimous recommendation by of the Board of Directors of Target that the Company Target Shareholders vote in favor of and adopt and approve this Agreement and approve 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 Parent if said recommendation shall no longer be unanimous. (c) Nothing in this Agreement shall prevent the Board of Directors of Target from withholding, withdrawing, amending or such committee modifying its unanimous recommendation in favor of this Agreement and the Merger if (i) a Superior Offer (as defined below) is made to Target and is not withdrawn, (ii) neither Target nor any of its representatives shall have violated any of the restrictions set forth in Section 6.4(a), and (iii) the Board of Directors of Target 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 MergerBoard of Directors of Target to comply with its fiduciary obligations to the Target Shareholders under applicable law. Nothing contained in this Section 6.3(a) 6.2 shall prohibit limit Target's obligation to hold and convene the Company from making any disclosure to Shareholders' Meeting (regardless of whether the Company's shareholders if, in the good faith judgment unanimous recommendation of the Board of Directors of the Company (in reliance upon the opinion of its outside counselTarget shall have been withdrawn, amended or modified), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery For purposes of this Agreement, a "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the Voting Agreement executed following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Target, pursuant to which the shareholders of Target 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 Szlam. Target of assets (bexcluding inventory and used equipment sold in the ordinary course of business) If necessaryrepresenting in excess of 50% of the fair market value of Target's business immediately prior to such sale, Parent shall take all action necessary or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Target), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in accordance with excess of 50% of the DGCL and its Certificate voting power of Incorporation and by-laws to convene a meeting the then outstanding shares of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes capital stock of voting upon this Agreement and the Merger. Neither Target, in each case on terms that the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modifyTarget determines, in a manner adverse its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company, Target Shareholders from a financial point of view than the approval or recommendation by the Board terms of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) ; provided, however, that any such offer shall prohibit Parent from making not be deemed to be a "Superior Offer" if any disclosure financing required to Parent's stockholders if, consummate the transaction contemplated by such offer is not committed and is not likely in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Target's Board of Directors to comply with its fiduciary duties under applicable lawbe obtained by such third party on a timely basis.

Meeting of Shareholders. (a) Promptly after the date hereof, The Board of Directors of the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held shall, as promptly as practicable after following the S-4 Registration Statement is declared effective by the SEC date of this Agreement and in consultation with SG, (i) duly call, give notice of, convene and hold a meeting of its shareholders for the purposes purpose of voting upon considering, adopting and approving this Agreement and the Merger (the “Shareholders Meeting”) and (ii) (A) except to the extent modified in accordance with this Section 2.3, include in the Proxy Statement (as defined in Section 3.5) the unanimous recommendation of the Company’s Board of Directors acting upon the recommendation of the Independent Committee that the shareholders of the Company vote in favor of the adoption of this Agreement and the Merger and include the written opinion of the Financial Advisor (as defined in Section 4.14) that the consideration to be received by the shareholders of the Company (other than SG and its affiliates) pursuant to the Merger is fair to such shareholders from a financial point of view and (B) use its reasonable best efforts to obtain the affirmative vote of holders of a majority of the outstanding Company Common Stock (the “Requisite Shareholder Approval”) and of holders of a majority of the outstanding shares of Company Common Stock not held by SG, the Principals and their affiliates (the “Agreed Shareholder Approval”) in favor of the adoption of this Agreement and the approval of the Merger. Neither The Board of Directors of the Company shall not withdraw, amend or modify in a manner adverse to SG its recommendation referred to in clause (ii) (A) of the preceding sentence (or announce publicly its intention to do so). Notwithstanding the foregoing, prior to the receipt of the Requisite Shareholder Approval, the Board of Directors of the Company nor any committee thereof shallshall be permitted to withdraw, except as required by their fiduciary duties as determined in good faith amend or modify its recommendation (in reliance on or publicly announce its intention to do so) of this Agreement and the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, Merger in a manner adverse to Parent, SG if: (1) a Superior Acquisition Proposal (as defined in Section 5.3) shall have been proposed by any Person (as hereinafter defined) other than SG and such proposal is pending at the approval or recommendation by time of such action; (2) the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained shall have concluded in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders ifgood faith, in the good faith judgment of after consultation with its outside legal counsel, that the Board of Directors of the Company (is required to withdraw, amend or modify its recommendation in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors order to comply with its fiduciary duties to the shareholders of the Company under applicable law. The law and (3) the Company shall deliver to Parent, concurrent be in compliance with the execution and delivery of this Agreement, the Voting Agreement executed by SzlamSection 5.3 hereof. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.