Common use of Meeting of Stockholders of the Company Clause in Contracts

Meeting of Stockholders of the Company. As soon as practicable, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable law.

Meeting of Stockholders of the Company. As soon as practicable, the (a) The Company shall take all action necessaryshall, in accordance with Delaware Law the DGCL and its Certificate certificate of Incorporation incorporation and Bylawsby-laws, duly call, give notice of, and, following the mailing of the Proxy Statement, convene and hold the Company Stockholders’ Meeting and shall, through the Company Board, recommend to convene a meeting of its stockholders the adoption of this Agreement and the transactions contemplated hereunder (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws“Company Recommendation”). The Company shall will use its best commercially reasonable efforts to solicit from its stockholders of the Company proxies in favor of the approval adoption of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing transactions contemplated hereunder. Except as expressly set forth in this Section 4.2 5.2, the Company Board shall require not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation. Notwithstanding anything in this Agreement to the contrary, the Company Board may withdraw, amend or modify the Company Recommendation (a “Company Change of Directors to act or refrain from acting in any manner which Recommendation”) if the Company Board of Directors has concluded in good faith determines could violate faith, after consultation with its outside legal counsel, that the failure of the Company Board to effect a Company Change of Recommendation would be inconsistent with such directors’ fiduciary duties under applicable lawLaw; provided that if such Company Change of Recommendation is as a result of a Company Alternative Proposal, subjectthe Company Board shall have concluded in good faith after consultation with its outside financial and legal advisors that such Company Alternative Proposal is a Company Superior Proposal. In the event that, however, subsequent to the provisions date of Sections 4.3 this Agreement and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing Company Stockholders’ Meeting, there shall have been a Company Change of the Proxy Statement to the stockholders of Recommendation, unless this Agreement is terminated by the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the CompanyParent, as the case may be, in any Proxy Statement pursuant to Article VII, the Company shall nevertheless submit this Agreement to the holders of Company Common Stock for adoption at the Company Stockholders’ Meeting. (b) No Company Change of Recommendation may be made until (A) at least three (3) business days have elapsed following Parent’s receipt of written notice from the Company advising Parent that the Company Board currently intends to take such action and the Schedule 13E-3 will notbasis therefor, at including all information considered in making such decision and (B) the time Company has (during such three (3) day period) given Parent the opportunity to propose to the Company revisions to the terms of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided transactions contemplated by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by itthis Agreement, and the Company and BarCo agree its representatives shall have, if requested by Parent, negotiate in good faith with Parent regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. In determining whether to make a Company Change of Recommendation in response to a Company Alternative Proposal or otherwise, the Company Board shall take into account any changes to the terms of this Agreement suggested by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Company Alternative Proposal will be deemed to be a new Company Alternative Proposal for purposes of this Section 5.2. (c) Notwithstanding anything in this Agreement to the contrary, the Company may adjourn or postpone the Company Stockholders’ Meeting (i) to the extent necessary to ensure that any Schedule 13E-3 filed necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement, or, if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by themproxy) to constitute a quorum necessary to conduct the business of such Company Stockholders’ Meeting or to obtain the Company Stockholder Approval and (ii) for a period not to exceed five (5) business days upon the occurrence of a state of facts, event, circumstance, change or effect, which the Company determines in good faith could reasonably be likely to result in a Company Change of Recommendation; provided that the foregoing shall comply as not affect Parent’s right to form in all material respects with the provisions of applicable lawterminate this Agreement pursuant to Section 7.1(g).

Meeting of Stockholders of the Company. As soon as practicableFollowing the consummation of the Offer, the Company shall promptly take all action necessary, necessary in accordance with the Delaware Law Code and its Certificate the Company Charter and Company By-laws to convene the Company Stockholders' Meeting, if such meeting is required. Parent and Purchaser agree to cause all shares of Incorporation Company Common Stock purchased pursuant to the Offer and Bylawsall other shares of Company Common Stock owned by Parent, Purchaser or any subsidiary of Parent, or with respect to which Parent, Purchaser or any subsidiary of Parent exercise voting control, to convene a meeting be voted in favor of its stockholders (the "Special Meeting") as promptly as practicable to consider approval and vote on adoption of the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall will be no greater than that provided for by set forth in the Delaware Law, the Company's Certificate of Incorporation or its BylawsCode. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement Merger and to shall take all other action necessary or, in the reasonable judgment opinion of BarCoParent, helpful advisable to secure a any vote of stockholders in favor required by the Delaware Code to effect the Merger. Notwithstanding the foregoing, if Purchaser or any other subsidiary of Parent shall acquire at least ninety percent (90%) of the Merger outstanding Shares on a fully diluted basis, and provided that the conditions set forth in Article VII shall have been satisfied or waived, the Company shall, at the request of Parent, take all necessary and appropriate action to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to become effective as soon as practicable after such acquisition, without the mailing approval of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time accordance with Section 253 of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable lawDelaware Code.

Meeting of Stockholders of the Company. As soon as practicableThe Company represents and warrants that its Board of Directors has, by resolution duly adopted by a vote at a meeting of such Board duly held on March 16, 2000, unanimously approved and adopted this Agreement and the transactions contemplated hereby, recommended that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby, and determined that the Merger is in the best interest of holders of the Shares. Following the execution of this Agreement by both Parties, the Company shall promptly take all action necessary, necessary in accordance with Delaware SEC rules and 31 regulations, Merger Law and its Certificate the Company’s Articles of Incorporation and Bylaws, Bylaws to convene a the Company Stockholders’ Meeting. Unless consented to by AFC, the record date for such meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater earlier than that provided for the fifth business day following the execution of this Agreement by Delaware Law, the Company's Certificate of Incorporation or its Bylawsboth Parties. The Company shall use its best efforts effort to solicit from stockholders of the Company proxies in favor of the approval of this Agreement Merger and to take all other action necessary or, in the reasonable judgment opinion of BarCoAFC, helpful advisable to secure a any vote or consent of stockholders in favor of required by Merger Law to effect the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this AgreementMerger. The Company will notify BarCo both orally hereby agrees to file with the SEC, as promptly as practicable after the date hereof, the Proxy Statement, which shall be in form and in writing at least 24 hours prior content acceptable to the mailing of AFC. The Company shall file the Proxy Statement in preliminary form with the SEC as promptly as is practicable and shall use its best efforts to the stockholders of the Company of its intent address all SEC comments and to mail the Proxy Statement. Anything Statement in definitive form to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, stockholders as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, soon thereafter as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable lawis practicable. The Company also agrees that any Proxy Statement filed by it, to obtain all necessary permits and approvals which are required under Blue Sky Laws in order for the Company and BarCo agree that any Schedule 13E-3 filed to carry out the transactions contemplated by them, shall comply as to form in all material respects with the provisions of applicable lawthis Agreement.

Meeting of Stockholders of the Company. As soon as practicable(a) Promptly after the Proxy Statement is cleared by the SEC, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to will convene a meeting of its the Company’s stockholders to vote on this Agreement and the Merger (the "Special “Company Stockholders’ Meeting"”) to be held as promptly as practicable to consider and vote on after the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of Proxy Statement is cleared by the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its BylawsSEC. The Company shall will use its reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the approval of this Agreement and to the Merger, and will take all other action necessary oror advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq and the DGCL. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the reasonable judgment Proxy Statement) there are insufficient shares of BarCoCommon Stock represented (either in Person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting. The Company shall call, helpful notice and convene the Company Stockholders’ Meeting, and all proxies solicited by it in connection with the Company Stockholders’ Meeting shall be solicited in compliance with the DGCL, its Certificate of Incorporation and Bylaws, Nasdaq rules and all other applicable law. (b) Except to secure the extent expressly permitted by Section 5.2(c): (i) the Proxy Statement shall include a statement to the effect that the Company Board of Directors has unanimously recommended that the Company’s stockholders vote in favor of approval and adoption of this Agreement and the Merger at the Company Stockholders’ Meeting, (ii) the Company Board of Directors shall unanimously recommend that the Company’s stockholders vote in favor of the approval of this Agreement and the Merger at the Company Stockholders’ Meeting, and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require (iii) neither the Company Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to act withdraw, amend or refrain from acting modify in any a manner which adverse to Parent, the recommendation of the Company Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to that the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate Company’s stockholders vote in favor of the Merger approval of this Agreement and this Agreementthe Merger. (c) Once the Company Stockholders’ Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Stockholders’ Meeting (other than for the absence of a quorum) without the consent of Parent. The Without limiting the generality of the foregoing, the Company will notify BarCo both orally and in writing at least 24 hours prior agrees that its obligations pursuant to the mailing first sentence of this Section 6.2(c) shall not be affected by the Proxy Statement commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or interest in an Acquisition Proposal or any Change of Recommendation. Notwithstanding any Change of Recommendation, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company’s Stockholders’ Meeting for the purpose of its intent to mail approving the Proxy Statement. Anything to Agreement and the contrary Merger and nothing contained herein notwithstanding, shall be deemed to relieve the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable lawobligation.

Meeting of Stockholders of the Company. As soon as practicable, the (a) The Company shall take all action necessarynecessary to duly call, in accordance with Delaware Law give notice of, convene and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of hold the Company proxies in favor Stockholders’ Meeting for the purpose of obtaining the approval of this Agreement and to take all other action necessary or, in by the reasonable judgment of BarCo, helpful to secure a vote of Company stockholders in favor of accordance with Law, at the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreementearliest practicable time. The Company will notify BarCo both orally (in consultation with Parent) shall set a record date for persons entitled to notice of, and in writing at least 24 hours prior to vote at, the mailing Company Stockholders’ Meeting. Any solicitation of the Proxy Statement to the proxies from Company stockholders by or on behalf of the Company of its intent to mail the Proxy Statementshall be in compliance with Law. Anything Notwithstanding anything to the contrary contained herein notwithstandingin this Agreement, the Company shall not include in may adjourn or postpone the Company Stockholders’ Meeting to the extent necessary (i) to ensure that any supplement or amendment to the Proxy Statement, which is necessary to ensure that the Proxy Statement does not contain any information with respect to BarCo or its affiliates or associates, the form and content untrue statement of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, fact or omit to state any a material fact necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading and BarComisleading, Sub and is provided to the Company’s stockholders in advance of a vote to obtain the Company agree promptly Stockholder Approval, or (ii) if, as of the time for which the Company Stockholders’ Meeting is originally scheduled, there is an insufficient number of Company Common Stock represented (either in person or by proxy) to correct any such information provided constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting. (b) Subject to Section 5.2(c): (i) the Proxy Statement shall include a statement to the effect that the Company’s Board unanimously recommends that the Company’s stockholders vote to adopt this Agreement at the Company Stockholders’ Meeting (the unanimous recommendation of the Company’s Board that the Company’s stockholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); and (ii) except as permitted by them for use Section 5.2(c) below, the Company Board Recommendation shall not be amended, withdrawn, changed conditioned or qualified in a Proxy Statement and/or manner adverse to Parent, and no resolution by the Company’s Board or any committee thereof to amend, withdraw, change, condition or qualify the Company Board Recommendation in a Schedule 13E-3 which manner adverse to Parent shall have become false be adopted or misleading proposed. (c) Notwithstanding anything to the contrary contained in Section 5.2(b), at any material respect time prior to the adoption of this Agreement at the Company Stockholders’ Meeting, the Company Board Recommendation may be amended, withdrawn, changed conditioned or qualified in a manner adverse to Parent (it being understood and take all steps necessary agreed that a “stop, look and listen” communication by the Company Board to cause such documents as so corrected the Company’s stockholders pursuant to be filed Rule 14d-9(f) of the Exchange Act in connection with the Commission and making or amendment of a tender offer or exchange offer by any Person other than the Company or any of its Subsidiaries or any of their respective affiliates, shall not be deemed to be disseminated constitute an amendment, withdrawal, modification, change, condition or qualification of the Company Board Recommendation for all - 38 - purposes of this Agreement) if: (i) a Company Acquisition Proposal is made to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree is not withdrawn; (ii) the Company complies with Section 4.2; (iii) the Company provides Parent with at least five Business Days prior notice of any meeting of the Company’s Board at which such board of directors will consider and determine whether such Company Acquisition Proposal is a Company Superior Proposal; provided, that during such five Business Day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement as would enable the Company to proceed with the Company Board Recommendation to the Company’s stockholders; provided, further, that any Schedule 13E-3 filed such proposed adjustment shall be at the discretion of Parent at the time; (iv) the Company’s Board determines in good faith (after consultation with its outside financial advisors and legal advisors and after consideration of any adjustments to the terms and conditions of this Agreement, if any, proposed by themParent pursuant to clause (iii) of this Section 5.2(c)) that such Company Acquisition Proposal constitutes a Company Superior Proposal; and (v) the Company’s Board determines in good faith (after consultation with its outside financial advisors and legal advisors) that, in light of such Company Superior Proposal, the failure by the Company’s Board to amend, withdraw, change, condition or qualify the Company Board Recommendation would result in a breach of its fiduciary obligations to the Company’s stockholders under Law. Unless and until this Agreement shall have been terminated in accordance with its terms, the Company shall comply as with its obligations under Section 5.2 whether or not the Company Board amends, withdraws, changes, conditions or qualifies its recommendation regarding this Agreement or recommends any other Company Acquisition Proposal. (d) Notwithstanding anything in this Section 5.2 to form the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company Board may, in response to a Company Superior Proposal that did not result from a breach of this Section 5.2, cause the Company to terminate this Agreement pursuant to Section 7.1(h) and concurrently with such termination enter into a definitive agreement providing for the transactions contemplated by such Company Superior Proposal; provided, however, that the Company shall not terminate this Agreement pursuant to Section 7.1(h), and any purported termination pursuant to Section 7.1(h) shall be void and of no force or effect, unless the Company shall have complied with all material respects with of the provisions of applicable lawthis Section 5.2, including the notification provisions.

Meeting of Stockholders of the Company. As soon as practicable, the (a) The Company shall take all action necessaryshall, in accordance with Delaware Law the DGCL and its Certificate certificate of Incorporation incorporation and Bylawsby-laws, duly call, give notice of, and, following the mailing of the Proxy Statement, convene and hold the Company Stockholders' Meeting and shall, through the Company Board, recommend to convene a meeting of its stockholders the adoption of this Agreement and the transactions contemplated hereunder (the "Special MeetingCompany Recommendation") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws). The Company shall will use its best commercially reasonable efforts to solicit from its stockholders of the Company proxies in favor of the approval adoption of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing transactions contemplated hereunder. Except as expressly set forth in this Section 4.2 5.2, the Company Board shall require not withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the Company Recommendation. Notwithstanding anything in this Agreement to the contrary, the Company Board may withdraw, amend or modify the Company Recommendation (a "Company Change of Directors to act or refrain from acting in any manner which Recommendation") if the Company Board of Directors has concluded in good faith determines could violate faith, after consultation with its outside legal counsel, that the failure of the Company Board to effect a Company Change of Recommendation would be inconsistent with such directors' fiduciary duties under applicable lawLaw; provided that if such Company Change of Recommendation is as a result of a Company Alternative Proposal, subjectthe Company Board shall have concluded in good faith after consultation with its outside financial and legal advisors that such Company Alternative Proposal is a Company Superior Proposal. In the event that, however, subsequent to the provisions date of Sections 4.3 this Agreement and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing Company Stockholders' Meeting, there shall have been a Company Change of the Proxy Statement to the stockholders of Recommendation, unless this Agreement is terminated by the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the CompanyParent, as the case may be, in any Proxy Statement pursuant to Article VII, the Company shall nevertheless submit this Agreement to the holders of Company Common Stock for adoption at the Company Stockholders' Meeting. (b) No Company Change of Recommendation may be made until (A) at least three (3) business days have elapsed following Parent's receipt of written notice from the Company advising Parent that the Company Board currently intends to take such action and the Schedule 13E-3 will notbasis therefor, at including all information considered in making such decision and (B) the time Company has (during such three (3) day period) given Parent the opportunity to propose to the Company revisions to the terms of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided transactions contemplated by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by itthis Agreement, and the Company and BarCo agree its representatives shall have, if requested by Parent, negotiate in good faith with Parent regarding any revisions to the terms of the transactions contemplated by this Agreement proposed by Parent. In determining whether to make a Company Change of Recommendation in response to a Company Alternative Proposal or otherwise, the Company Board shall take into account any changes to the terms of this Agreement suggested by Parent and any other information provided by Parent in response to such notice. Any material amendment to any Company Alternative Proposal will be deemed to be a new Company Alternative Proposal for purposes of this Section 5.2. (c) Notwithstanding anything in this Agreement to the contrary, the Company may adjourn or postpone the Company Stockholders' Meeting (i) to the extent necessary to ensure that any Schedule 13E-3 filed necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement, or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by themproxy) to constitute a quorum necessary to conduct the business of such Company Stockholders' Meeting or to obtain the Company Stockholder Approval and (ii) for a period not to exceed five (5) business days upon the occurrence of a state of facts, event, circumstance, change or effect, which the Company determines in good faith could reasonably be likely to result in a Company Change of Recommendation; provided that the foregoing shall comply as not affect Parent's right to form in all material respects with the provisions of applicable lawterminate this Agreement pursuant to Section 7.1(g).

Meeting of Stockholders of the Company. As soon as practicable, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing in this Section section 4.2 shall require the Board of Directors to act act, or refrain from acting acting, in any manner which which, in the opinion of the Board of Directors in good faith determines after consultation with its counsel and/or investment advisors, could violate subject the Board of Directors to claims that it failed to properly discharge its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable law.