Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and the Company will take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the Share Issuance, and, in the case of the Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days after the declaration of effectiveness of the Registration Statement. Each of Parent and the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to solicit from their respective stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption of this Agreement and 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, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote on the Share Issuance (in the case of Parent) or the adoption of this Agreement (in the case of the Company), or (ii) if as of the time for which the Stockholders’ 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 constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent NPS and the Company Enzon will take all action necessary in accordance with Delaware Law the DGCL and its certificate respective Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in consider the case of Parent, the Share Issuance, and, in the case of the Company, adoption of this Agreement (each, a “"Stockholders’ ' Meeting”") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days practicable after the declaration of effectiveness of the Registration Statement. Each of Parent NPS and the Company Enzon will use its reasonable best efforts to hold their respective Stockholders’ ' Meetings on the same datedate and at the same time. Subject to the terms of Section 5.3(d)) hereof, each of Parent NPS and the Company Enzon will use its commercially reasonable best efforts to solicit from their its respective stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption of this Agreement Agreement, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq the NASD or Delaware Law the NASDAQ or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent NPS or the CompanyEnzon, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the a vote on the Share Issuance (in the case of Parent) or the adoption of Mergers and this Agreement (in the case of the Company)or, or (ii) if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock NPS Common Stock or Enzon Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ ' Meeting. Each of Parent NPS and the Company Enzon shall ensure that its respective Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ ' Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NASD and NASDAQ and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly (a) The Company will, as promptly as possible after the Registration Statement is declared effective under the Securities Actdate of this Agreement, each of Parent and the Company will take all action actions necessary in accordance with Delaware Law federal securities laws, the DGCL and its certificate of incorporation and bylaws to call, give notice of, convene and hold and convene a meeting of its the Company’s stockholders to consider, be held on the earliest possible date determined in consultation with the case of Parent, the Share Issuance, and, in the case of the Company, adoption Parent to consider and vote on approval of this Agreement and the Merger (each, a the “Company Stockholders’ Meeting”) to be held as promptly as practicable), and in any event (to the extent permissible under applicable Legal Requirements) within 60 days after the declaration of effectiveness of the Registration Statement. Each of Parent and the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on consult with the same dateParent in connection therewith. Subject to Section 5.3(d6.03(b)(iv), each the Board of Parent Directors of the Company will recommend to the stockholders of the Company the approval of this Agreement and the Merger and the Company will use its reasonable best efforts to solicit from their respective stockholders of the Company proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption approval of this Agreement and will take all other action necessary or advisable the Merger and to secure the vote or consent Required Company Vote. (b) Unless this Agreement is terminated in accordance with Article IX, the obligation of its stockholders required by the rules of Nasdaq or Delaware Law Company to obtain such approvals. Notwithstanding anything to convene and hold the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Company Stockholders’ Meeting will not be limited or otherwise effected by any Change of Recommendation. Once the Company Stockholders’ Meeting has been called and noticed, the Company will not postpone or adjourn the Company Stockholders’ Meeting (other than for the absence of a quorum) without the consent of the Parent. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the extent necessary (i) to ensure that any necessary supplement immediately preceding sentence will not be effected by the commencement, public proposal, public disclosure or amendment communication to the Proxy Statement/Prospectus is provided Company of any Acquisition Proposal or interest in an Acquisition Proposal or any Change of Recommendation. The Company’s Board of Directors will not, in connection with any Change of Recommendation, take any action to its respective stockholders in advance withdraw the approval of the vote on Board of Directors of the Share Issuance (in the case of Parent) or the adoption Company of this Agreement (in and the case Merger, including for purposes of Section 203 of the Company), DGCL or (ii) if as of any state takeover statute or state Law that purports to limit or restrict business combinations or the time for which ability to acquire or vote shares to be inapplicable to the Stockholders’ 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 constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent Agreement and the Company shall ensure that its respective Stockholders’ Meeting is calledtransactions contemplated hereby, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, including the rules of Nasdaq and all other applicable Legal RequirementsMerger or the Voting Agreements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and the Company will take all action necessary in accordance with Delaware Law the DGCL and its respective certificate of incorporation and bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of Parent, the Share Parent Stock Issuance, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger (each, a “"Stockholders’ ' Meeting”") to be held as promptly as practicable (within 45 days, if practicable, and in any event (to the extent permissible under permitted by applicable Legal Requirementslaw and the regulations of the NYSE and Nasdaq) within 60 days after the declaration of effectiveness of the Registration Statement. Each of Parent and the Company will use its reasonable best efforts to hold their respective Stockholders’ ' Meetings on the same date. Subject to Section 5.3(d6.5(d), each of Parent and the Company will use its all reasonable best efforts to solicit from their its respective stockholders proxies in favor of, in the case of Parent, the Parent Stock Issuance, and, in the case of the Company, the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq NYSE, NASDAQ or Delaware Law the DGCL, as applicable, to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement/Prospectus Statement is provided to its respective stockholders in advance of the a vote on the Share Parent Stock Issuance (in or the Merger and this Agreement, as the case of Parent) or the adoption of this Agreement (in the case of the Company)may be, or (ii) or, if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient Shares or insufficient shares of capital stock Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirements.'

Meeting of Stockholders. Promptly after If a stockholder vote is required for ----------------------- consummation of the Registration Statement is declared effective under the Securities ActXxxxxx Merger, each of Parent and the Company will shall take all action necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws Bylaws to duly call, give notice of, convene and hold and convene a meeting of its stockholders to consider, in (the case of Parent, the Share Issuance, and, in the case of the Company, adoption of this Agreement (each, a “"Stockholders’ ' Meeting”") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days practicable after the declaration of effectiveness consummation of the Registration Statement. Each of Parent Offer to consider and the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to solicit from their respective stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The Company shall also as promptly as practicable after consummation of the Offer, if necessary, prepare and file with the SEC the Proxy Statement. At the Stockholders' Meeting, Holdco, Acquisition I and their subsidiaries will take vote all other action necessary Shares and all Preferred Shares owned by them or advisable as to secure which they have been granted a proxy in favor of approval and adoption of this Agreement. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote or consent of its stockholders required by the rules DGCL and the Company's Certificate of Nasdaq or Delaware Law Incorporation and Bylaws. The Company will, through its Board of Directors, recommend to obtain its stockholders approval of such approvals. Notwithstanding anything matters as described in Section 1.2(a); provided, however, that -------- ------- subject to the contrary contained provisions of Section 7.3, the Company Board may withdraw, modify or amend its recommendation if (i) the Company receives a Superior Proposal and (ii) after complying with the provisions of Section 5.3(b) the Company Board by a majority vote determines in this Agreement, Parent or its good faith judgment after consultation with and based upon the Company, as advice of legal counsel that it is required in order to comply with its fiduciary duties to recommend the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary Superior Proposal. The Company will use all reasonable efforts (i) to ensure that obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Holder, respond promptly to any necessary supplement or amendment comments made by the SEC with respect to the Proxy Statement/Prospectus is provided Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its respective stockholders in advance at the earliest practicable time following the expiration or termination of the vote on the Share Issuance (in the case of Parent) or the adoption of this Agreement (in the case of the Company), or Offer and (ii) if as to obtain the necessary approvals by its stockholders of the time for which the Stockholders’ 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 constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirementsthis Agreement.

Meeting of Stockholders. Promptly after (a) The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws promptly and duly call, give notice of, convene and hold on the same date and at the same time as the Acquiror's Stockholders' Meeting (as defined herein), a special meeting of the Company's stockholders to consider approval and adoption of this Agreement and the Merger (the "Company ------- Stockholders' Meeting"), and the Company shall consult with the Acquiror in --------------------- connection therewith. Except as may be otherwise required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders imposed by Law as set forth in Section 6.3 hereof, the Board ----------- of Directors of the Company shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company and include in the Registration Statement is declared effective under and Proxy Statement a copy of such recommendations. Except as the Securities ActBoard of Directors of the Company, each after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by law as set forth in Section 6.3, the Company shall use all reasonable efforts to solicit from stockholders of Parent the Company proxies in favor of the approval and adoption of this Agreement and the Company will take all action necessary in accordance with Delaware Law Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger. (b) The Acquiror, acting through its Board of Directors, shall, in accordance with the MGCL and its articles of incorporation and bylaws promptly and duly call, hold give notice of, convene and convene hold, on the same date and at the same time as the Company's Stockholders' Meeting, a special meeting of its the Acquiror's stockholders to consider, in the case of Parent, the Share Issuance, and, in the case consider approval of the Company, adoption issuance of the shares of Acquiror Common Stock contemplated by this Agreement (eachthe "Acquiror's Stockholders' Meeting", a “and together, with the Company -------------------------------- Stockholders’ ' Meeting”, the "Stockholders' Meetings") and the Acquiror shall ---------------------- consult with the Company in connection therewith. Except as the Board of Directors of the Acquiror, after consultation with outside legal counsel, shall determine in good faith to be held as promptly as practicablerequired to comply with its fiduciary duty to stockholders imposed by Law, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days after the declaration Board of effectiveness Directors of the Registration Statement. Each of Parent Acquiror shall recommend approval and the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to solicit from their respective stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption of this Agreement and will take the transactions contemplated hereby by the stockholders of the Acquiror and include in the Registration Statement and Proxy Statement a copy of such recommendation. Except as the Board of Directors, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by Law, the Acquiror shall use all other action necessary or advisable reasonable efforts to solicit from stockholders of the Acquiror proxies in favor of the issuance of such shares of Acquiror Common Stock and 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, Parent or the Company, as the case may be, may adjourn or postpone NYSE and its Stockholders’ Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote on the Share Issuance (in the case of Parent) or the adoption of this Agreement (in the case of the Company), or (ii) if as of the time for which the Stockholders’ 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 constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate articles of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal Requirementsbylaws to approve such issuance.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent NPS and the Company Enzon will take all action necessary in accordance with Delaware Law the DGCL and its certificate respective Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in consider the case of Parent, the Share Issuance, and, in the case of the Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days practicable after the declaration of effectiveness of the Registration Statement. Each of Parent NPS and the Company Enzon will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same datedate and at the same time. Subject to the terms of Section 5.3(d)) hereof, each of Parent NPS and the Company Enzon will use its commercially reasonable best efforts to solicit from their its respective stockholders proxies in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the adoption of this Agreement Agreement, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq the NASD or Delaware Law the NASDAQ or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent NPS or the CompanyEnzon, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the a vote on the Share Issuance (in the case of Parent) or the adoption of Mergers and this Agreement (in the case of the Company)or, or (ii) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of capital stock NPS Common Stock or Enzon Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent NPS and the Company Enzon shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NASD and NASDAQ and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent HP and the Company Compaq will take all action necessary in accordance with Delaware Law and its certificate respective Certificate of incorporation Incorporation and bylaws Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of ParentHP, the Share Stock Issuance, and, in the case of the CompanyCompaq, adoption and approval of this Agreement and approval of the Merger (each, a “Stockholders’ Meeting”"STOCKHOLDERS' MEETING") to be held as promptly as practicablepracticable (without limitation, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of Parent HP and the Company Compaq will use its all reasonable best efforts to hold their respective Stockholders’ ' Meetings on the same date. Subject to Section 5.3(d), each of Parent HP and the Company Compaq will use its all reasonable best efforts to solicit from their its respective stockholders proxies in favor of, in the case of ParentHP, the Stock Issuance, and, in the case of the CompanyCompaq, the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq NYSE or the Pacific Stock Exchange ("PCX") or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent HP or the CompanyCompaq, as the case may be, may adjourn or postpone its Stockholders’ ' Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement/Prospectus Statement is provided to its respective stockholders in advance of the a vote on the Share Issuance (in the case of Parent) or the adoption of Merger and this Agreement (in the case of the Company)or, or (ii) if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement/Prospectus) there are insufficient shares of capital stock Common Stock of HP or Compaq, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ ' Meeting. Each of Parent HP and the Company Compaq shall ensure that its respective Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with its the Stockholders’ ' Meeting are solicited in compliance with Delaware Law, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the rules of Nasdaq the NYSE and PCX and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after (a) In the Registration Statement is declared effective under event that Parent acquires less than 90% of the Securities Actoutstanding Shares, each the Company, following the acceptance for payment of Parent and Shares by Acquisition pursuant to the Company Offer, will take all action actions necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws to call, give notice of, convene and hold and convene a meeting of its stockholders as promptly as practicable to consider, in consider and vote upon the case of Parent, the Share Issuance, and, in the case of the Company, adoption and approval of this Agreement and the transactions contemplated hereby (eachthe "MEETING"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company, a “Stockholders’ Meeting”) through the Company Board, will recommend to be held its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company, as promptly as practicable, and in any event (reasonably practicable after payment for the tendered Shares by Acquisition pursuant to the extent permissible under applicable Legal Requirements) within 60 days after Offer, will prepare and file with the declaration SEC the Proxy Statement for the solicitation of effectiveness a vote of the Registration Statement. Each holders of Parent and Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company will use its reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each Board that stockholders of Parent and the Company will use its reasonable best efforts to solicit from their respective stockholders proxies vote in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the approval and adoption of this Agreement and will take the written opinion of the Financial Advisor referred to in Section 1.2. The Company shall use all other action necessary or advisable reasonable efforts to secure have the vote or consent of its stockholders required Proxy Statement cleared by the rules of Nasdaq or Delaware Law to obtain SEC as promptly as practicable after such approvals. Notwithstanding anything filing, and promptly thereafter mail the Proxy Statement to the contrary contained stockholders of the Company. Whenever any event occurs which is required to be set forth in this Agreementan amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, as the case may be, such amendment or supplement. The Company may adjourn or postpone its Stockholders’ (i) the Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus Statement is provided to its respective the Company's stockholders in advance of the a vote on the Share Issuance (in the case of Parent) or the adoption of Merger and this Agreement (in the case of the Company), or (ii) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) ), if there are insufficient shares of capital stock represented (Shares represented, either in person or by proxy) , to constitute a quorum necessary to conduct the business of such Stockholders’ the Meeting. Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Meeting in accordance with Section 253 of the DGCL. (b) Each of Parent and Acquisition agrees to vote in favor of the Company shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that Merger all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, Shares purchased pursuant to the rules of Nasdaq Offer and all other applicable Legal RequirementsShares owned by Parent or any other subsidiary of Parent.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent and the The Company will shall take all action actions ----------------------- necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws to duly call, give notice of, convene and hold and convene a meeting of its stockholders as promptly as practicable to consider, in consider and vote upon the case of Parent, the Share Issuance, and, in the case of the Company, adoption and approval of this Agreement and the transactions contemplated hereby (eachthe "Meeting"). The Company's obligation to call, a “Stockholders’ Meeting”) give notice of, convene and hold the Meeting in accordance with this Section 4.5 shall not be limited to be held as promptly as practicableor otherwise affected by the commencement, and in any event (disclosure, announcement or submission to the extent permissible under applicable Legal Requirements) within 60 days after the declaration Company of effectiveness any proposal for a Third Party Acquisition (as defined in Section 4.3), or by any withdrawal, amendment or modification of the Registration Statementrecommendation of the Company Board with respect to the Merger. Each The stockholder vote required for the adoption and approval of Parent the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will use will, through the Company Board, recommend to its reasonable best efforts stockholders approval of such matters subject to hold their respective Stockholders’ Meetings on the same dateprovisions of Section 4.3(b). Subject The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.3(d4.3(b), each shall include the recommendation of Parent and the Company will use its reasonable best efforts to solicit from their respective Board that stockholders proxies of the Company vote in favor of, in the case of Parent, the Stock Issuance, and, in the case of the Company, the approval and adoption of this Agreement and will take a copy of the written opinion of the Company Financial Advisor, dated as of the date of the meeting of the Company Board at which this Agreement was approved and in the form delivered to the Company Board, that the Exchange Ratio is fair from a financial point of view to the holders of the Shares. The Company shall use all other action necessary or advisable reasonable efforts to secure have the vote or consent of its stockholders required Proxy Statement cleared by the rules SEC as promptly as practicable after filing, and promptly thereafter mail the Proxy Statement to the stockholders of Nasdaq the Company. Parent shall use all reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable after such filing. Whenever any event occurs which is required to be set forth in an amendment or Delaware Law supplement to obtain the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such approvalsoccurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, Company may adjourn or postpone its Stockholders’ (i) the Meeting to the extent necessary (i) to ensure that any necessary supplement or amendment to the S-4 and/or the Proxy Statement/Prospectus Statement is provided to its respective the Company's stockholders in advance of the a vote on the Share Issuance (in the case of Parent) or the adoption of Merger and this Agreement (in the case of the Company), or (ii) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the S-4 and the Proxy Statement/Prospectus) ), if there are insufficient shares of capital stock represented (Shares represented, either in person or by proxy) , to constitute a quorum necessary to conduct the business of such Stockholders’ the Meeting. Each of Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall ensure that cooperate with Parent in obtaining such permits and approvals as reasonably requested. The Company agrees to use all reasonable efforts to obtain the approval and adoption by its respective Stockholders’ Meeting is calledstockholders of this Agreement and the Merger (including retaining a recognized proxy solicitation firm), noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate subject to the provisions of incorporation and bylaws, the rules of Nasdaq and all other applicable Legal RequirementsSection 4.3(b).

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of Parent LTX and the Company Credence will take all action necessary or advisable in accordance with Delaware Law applicable Legal Requirements and its certificate of incorporation or articles of organization and bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of ParentLTX, the Share Issuance, Issuance and the Charter Amendment and, in the case of the CompanyCredence, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable, and in any event (to the extent permissible under applicable Legal Requirements) within 60 days practicable after the declaration of effectiveness of the Registration Statement. Each of Parent LTX and the Company Credence will use its commercially reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of Parent LTX and the Company Credence will use its commercially reasonable best efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of ParentLTX, the Stock Issuance, Share Issuance and the Charter Amendment and, in the case of the CompanyCredence, the adoption of this Agreement and will take all other action necessary or advisable to (ii) secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law 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, Parent LTX or the CompanyCredence, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary (iA) to ensure that provide any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote on the Share Issuance and the Charter Amendment (in the case of ParentLTX) or the adoption of this Agreement (in the case of the Company), Credence) or (iiB) if as of the time for which the Stockholders’ 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 Stockholders’ Meeting. Each of Parent LTX and the Company Credence shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited solicited, in compliance with Delaware Lawthe DGCL (in the case of Credence) or the MBCA (in the case of LTX), its certificate of incorporation or articles of organization and bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of LTX or Credence, as the case may be, to call, give notice of, convene and hold its Stockholders’ 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 (as defined in Section 5.3(g)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Merger, this Agreement, the Charter Amendment and/or the Share Issuance.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under date hereof, the Securities Act, each of Parent and the Company will Seller shall take all action necessary in accordance with the Delaware General Corporation Law (the “DGCL”) and its the Seller’s certificate of incorporation and bylaws to call, give notice of and hold and convene a meeting of its stockholders to consider, in (the case of Parent, the Share Issuance, and, in the case of the Company, adoption of this Agreement (each, a “Stockholders’ Meeting”) to be held as promptly as practicable, and in any event for the purposes of: (a) voting on the sale of the Transferred Assets to the extent permissible under applicable Legal RequirementsPurchaser; (b) within 60 days after voting on a proposal to change the declaration of effectiveness name of the Registration StatementSeller; (c) at the Seller’s option, voting on a proposal with respect to the dissolution and liquidation of the Seller; and (d) at the Seller’s option voting on the election of directors of the Seller. Each of Parent and the Company will The Seller shall use its commercially reasonable best efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of Parent and the Company will use its reasonable best efforts to solicit from their respective its stockholders proxies in favor of, of the approval of the sale of the Transferred Assets to the Purchaser and in favor of the other proposals referred to in the case of Parentpreceding sentence, the Stock Issuance, and, in the case of the Company, the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders such approval as required by the rules of the Nasdaq National Market or Delaware Law to obtain such approvalsthe DGCL. Notwithstanding anything to the contrary contained in this Agreement, Parent or the CompanySeller may (and at the request of the Purchaser, as the case may be, may Seller shall) adjourn or postpone its the Stockholders’ Meeting Meeting: (a) to the extent necessary (i) to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus Statement (as defined in Section 4.5) is provided to its respective stockholders stockholders, in advance of the a vote on the Share Issuance (in matters to be voted on at the case of Parent) or the adoption of this Agreement (in the case of the Company), Stockholders’ Meeting; or (iib) if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of the Seller’s capital stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ MeetingMeeting (it being understood that the adjournment or postponement in the case referred to in this clause “(b)” shall be for a period of time reasonably necessary to obtain shares constituting a quorum). Each of Parent and the Company The Seller shall ensure that its respective the Stockholders’ Meeting is called, noticed, convened, held noticed and conductedheld, and that all proxies solicited by it the Seller in connection with its the Stockholders’ Meeting are solicited solicited, in compliance with Delaware LawDGCL, its the Seller’s certificate of incorporation and bylaws, the rules of the Nasdaq National Market and all other applicable Legal Requirements. The Purchaser shall cause any shares of capital stock of the Seller owned by the Purchaser to be voted in favor of the sale of the Transferred Assets to the Purchaser and in favor of the other proposals referred to in the first sentence of this Section 4.4.