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 HP and Compaq will take all action necessary in accordance with Delaware Law 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 HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, 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 their respective stockholders required by the rules of NYSE or the Pacific Stock Exchange ("PCX") or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of 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 HP and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of HP and Compaq will The Company shall take all action ----------------------- necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in (the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERSStockholders' MEETINGMeeting") to be held as promptly as practicable (without limitation, within 60 days, if practicableprovided that Acquisition shall have purchased Shares pursuant to the Offer) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. At the Stockholders' Meeting, Parent, Acquisition and their subsidiaries will vote all Shares and all Preferred Shares owned by them in favor of approval and adoption of this Agreement. The stockholder votes required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules of NYSE or DGCL and the Pacific Stock Exchange ("PCX") or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of 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 HP and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Company's Certificate of Incorporation and Bylaws. The Company will, through its Board of Directors, recommend to its stockholders approval of such matters as described in Section 1.2(a); provided, however, that subject to the provisions of Section 7.3, the rules 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 its good faith judgment after consultation with and based upon the advice of legal counsel that it is required in order to comply with its fiduciary duties to recommend the Superior Proposal. The Company will use all reasonable efforts (i) to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Acquisition, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the expiration or termination of the NYSE Offer and PCX and all other applicable Legal Requirements(ii) to obtain the necessary approvals by its stockholders of this Agreement.

Meeting of Stockholders. Promptly after (a) The Company shall, following the Registration Statement is declared effective under acceptance for payment and payment for the Securities ActShares by Acquisition pursuant to the Offer, each of HP and Compaq will take all action actions necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as reasonably practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules DGCL and the Company's Certificate of NYSE Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to this Agreement is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Pacific Stock Exchange ("PCX") Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or Delaware Law its staff or any other government officials, and/or mailing to obtain stockholders of the Company, such approvalsamendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, Company may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, 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 HP Parent and Compaq Acquisition agrees to (and Parent shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its cause Acquisition to) vote in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules favor of the NYSE and PCX Merger all Shares purchased pursuant to the Offer and all other applicable Legal RequirementsShares owned by Parent, Acquisition or any other subsidiary of Parent.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities ActThe Company shall, each of HP and Compaq will take all action necessary in accordance with Delaware Law 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 HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration Agreement Date, establish a record date (which date will be as promptly as practicable following the Agreement Date) for, duly call, give notice of, convene and hold, the Company Stockholders Meeting for the sole purpose of effectiveness of obtaining the Registration StatementCompany Stockholders Approval. Each of HP and Compaq The Company will use all its reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable best efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, the adoption and approval of this Agreement and the approval of the Merger, Company Stockholders Approval and will take all other action reasonably necessary or advisable to obtain such approvals and to secure the vote or consent of their respective its stockholders required by and in compliance with the rules and regulations of NYSE or the Pacific Stock Exchange ("PCX") or NASDAQ, Delaware Law to obtain such approvalsand its Certificate of Incorporation and Bylaws. Notwithstanding anything to The Company (i) shall consult with Parent regarding the contrary contained in this Agreementdate of the Company Stockholder Meeting, HP and (ii) shall not postpone or Compaqadjourn the Company Stockholder Meeting without the prior written consent of Parent; provided, as however, that the case may be, Company may adjourn or postpone its Stockholders' the Company Stockholders Meeting to the extent necessary to ensure that (i) any necessary (which determination shall not be made until after consultation with Parent) supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Company’s stockholders in advance of a vote on the Merger and this Agreement orAgreement, if (ii) if, as of the time for which that the Stockholders' Company Stockholders Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) scheduled, there are insufficient shares of Company 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' the Company Stockholders Meeting, or (iii) if, as of the time that the Company Stockholders Meeting is originally scheduled, adjournment of the Company Stockholders Meeting is necessary to enable the Company to solicit additional proxies if there are not sufficient votes in favor of the Company Stockholders Approval. Without the prior written consent of Parent, approval of this Agreement and the Merger (including adjournment of the Company Stockholders Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Company Stockholder Approval) is the only matter which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders Meeting. Each of HP and Compaq The Company shall ensure that its respective Stockholders' the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its it in connection with the Stockholders' Company Stockholders Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX Bylaws and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of HP and Compaq will (a) The Seller shall promptly take all action actions necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote described in Section 3.22. The Seller will, through the Seller Board, recommend to its stockholders approval of the Merger and this Agreement, subject to the provisions of Section 5.2(b). The Seller shall promptly prepare and, after reasonably considering any comments that the Buyer and its advisors may make, file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Seller Board that stockholders of the Seller vote in favor of the approval and will take all other action necessary or advisable adoption of this Agreement and the Merger and the written opinion of the Financial Advisor that the consideration to secure the vote or consent of their respective stockholders required be received by the rules stockholders of NYSE the Seller pursuant to this Agreement is fair to such stockholders from a financial point of view. Upon receipt of any oral or written comments from the Pacific Stock Exchange ("PCX") SEC with respect to the Proxy Statement, the Seller shall cause its counsel to disclose such comments to the Buyer's counsel and to cooperate with the Buyer in responding to the SEC as promptly as practicable. In the event that the Seller's Board withdraws its recommendation pursuant to Section 5.2(b), the Seller shall nevertheless be required to convene and conduct the Meeting in accordance with this Section 5.3, unless this Agreement is terminated prior to the Meeting pursuant to Section 7.1. The Seller shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Seller. Whenever any event occurs which is required to be set forth in an amendment or Delaware Law supplement to obtain the Proxy Statement, the Seller will promptly inform the Buyer of such approvalsoccurrence, reasonably consider any comments that the Buyer and its advisors may make and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Seller, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, Seller may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Seller's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, represented (either in person or by proxy) , to constitute a quorum necessary to conduct the business of such Stockholders' the Meeting. Each . (b) The Buyer agrees to vote any Shares owned by the Buyer in favor of HP this Agreement and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX and all other applicable Legal RequirementsMerger.

Meeting of Stockholders. Promptly after (a) So long as the Registration Statement is declared effective under Board of Directors of the Securities ActCompany shall not have withdrawn, each of HP and Compaq will take all action necessary modified or changed its recommendation in accordance with Delaware Law the provisions of Section 7.6(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with the DGCL and its respective Certificate certificate of Incorporation incorporation and Bylaws by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") transactions contemplated hereby by the Stockholders as required by the DGCL and otherwise. The Company shall cause such stockholder meeting to be held as promptly as practicable (without limitationin accordance with the DGCL on or prior to May 31, within 60 days2005. The Company shall notify each Stockholder, if practicable) after the declaration of effectiveness whether or not entitled to vote, of the Registration Statementproposed Company stockholders' meeting in accordance with the DGCL and the certificate of incorporation and by-laws. Each Such meeting notice shall state that the purpose, or one of HP the purposes, of the meeting is to consider the Merger and Compaq will use shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all reasonable efforts actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold their respective Stockholders' Meetings on a stockholders meeting for the same date. Subject purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company Board of Directors otherwise takes all actions reasonably necessary to Section 5.3(d), each approve this Agreement and the transactions contemplated hereby by written consent in lieu of HP a meeting of the stockholders of the Company to the extent permitted by the DGCL. (b) The Board of Directors of the Company shall unanimously recommend such approval and Compaq will shall use all reasonable efforts to solicit from its respective stockholders proxies in favor ofand obtain such approval; provided, in however, that the case Board of HP, Directors of the Stock Issuance, and, in the case of Compaq, the adoption and approval of this Agreement and the Company may at any time prior to approval of the MergerStockholders (i) decline to make, and will take all other action necessary withdraw, modify or advisable to secure the vote change any recommendation or consent of their respective stockholders required by the rules of NYSE declaration regarding this Agreement or the Pacific Stock Exchange Merger or ("PCX"ii) recommend and declare advisable any other offer or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreementproposal, HP or Compaq, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent the Board of Directors of the Company determines in good faith, based upon advice of legal counsel, that withdrawing, modifying, changing or declining to make its recommendation regarding this Agreement or the Merger or recommending and declaring advisable any other offer or proposal is necessary to ensure that comply with its fiduciary duties under applicable law (which declinations, withdrawal, modification or change shall not constitute a breach by the Company of this Agreement). The Company shall provide written notice to Parent promptly upon the Company taking any necessary supplement or amendment action referred to in the Prospectus/Proxy Statement foregoing proviso. (c) Pursuant to Section 251(d) of the DGCL, at any time before the certificate of merger is provided to its respective stockholders in advance filed with the Secretary of a vote on State of the State of Delaware, including any time after the Merger is authorized by the Stockholders, the Merger may be abandoned and this Agreement ormay be terminated in accordance with the terms hereof, if as of the time for which without further action by the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of 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 HP and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX and all other applicable Legal Requirements.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Actdate hereof, each of HP Western Multiplex and Compaq Proxim will take all action necessary or advisable in accordance with Delaware Law and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its respective stockholders the Proxim Stockholders' Meeting and the Western Multiplex Stockholders' Meeting to consider, in the case of HPWestern Multiplex, the Stock Share Issuance, and, and in the case of CompaqProxim, adoption and approval of this Agreement and approval of the Merger Agreement, respectively (each, a "STOCKHOLDERS' MEETING") ), to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section Sections 5.3(d)) and 7.1, each of HP Western Multiplex and Compaq Proxim will use all their reasonable best efforts to solicit from its respective the stockholders of Proxim and Western Multiplex proxies in favor of, in the case of HPWestern Multiplex, the Stock Share Issuance, and, in the case of CompaqProxim, the adoption and approval of this Agreement and the approval of the MergerAgreement, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of NYSE or the Pacific Stock Exchange ("PCX") National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, including, without limitation, 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, HP Western Multiplex or CompaqProxim, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a the vote on the Merger and this Agreement to be taken at such meeting or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock common stock of HP Western Multiplex or CompaqProxim, 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 HP Western Multiplex and Compaq Proxim shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are -45- solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX Nasdaq and all other applicable Legal Requirements. Subject to Section 7.1(f) ,(g), (j) and (k), the obligation of Western Multiplex or Proxim, 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 to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(h)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Merger and/or this Agreement.

Meeting of Stockholders. Promptly after the Registration Statement is declared effective under the Securities Act, each of HP and Compaq will The Company shall take all action actions necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules DGCL and the Company's Certificate of NYSE Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.3(b). The Company and the 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 4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Company Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Pacific Stock Exchange ("PCX") S-4 and/or the Proxy Statement, the Company or Delaware Law Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to obtain stockholders of the Company, such approvalsamendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, Company may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to this S-4 and/or the Prospectus/Proxy Statement is provided to its respective the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/S-4 and the Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, represented (either in person or by proxy) , to constitute a quorum necessary to conduct the business of such Stockholders' the Meeting. Each of HP Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its approvals required in connection with the Stockholders' Meeting are solicited Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in compliance with Delaware Law, its Certificate of Incorporation obtaining such permits and Bylaws, the rules of the NYSE and PCX and all other applicable Legal Requirementsapprovals as reasonably requested.

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 HP and Compaq Shares by Acquisition pursuant to the Offer, will take all action actions necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws bylaws to call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "MEETING"). The stockholder vote required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules DGCL and the Company's Certificate of NYSE or Incorporation and bylaws. The Company, through the Pacific Stock Exchange ("PCX") or Delaware Law Company Board, will recommend to obtain its stockholders approval of such approvals. Notwithstanding anything matters subject to the contrary contained in this Agreement, HP or Compaqprovisions of Section 5.2(b). The Company, as promptly as reasonably practicable after payment for the case may betendered Shares by Acquisition pursuant to the Offer, will prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor referred to in Section 1.2. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an 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, such amendment or supplement. The Company may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, 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 HP Parent and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its Acquisition agrees to vote in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules favor of the NYSE and PCX Merger all Shares purchased pursuant to the Offer and all other applicable Legal RequirementsShares owned by Parent or any other subsidiary of Parent.

Meeting of Stockholders. Promptly after (a) The Company shall, following the Registration Statement is declared effective under acceptance for payment of Shares by Acquisition pursuant to the Securities ActOffer, each of HP and Compaq will take all action actions necessary in accordance with Delaware Law the NJBCA and its respective Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules NJBCA and the Company's Certificate of NYSE Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company shall, promptly after payment for the tendered shares by Acquisition pursuant to the Offer, prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to this Agreement is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Pacific Stock Exchange ("PCX") Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or Delaware Law its staff or any other government officials, and/or mailing to obtain stockholders of the Company, such approvalsamendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, Company may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, 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 14A:10-5.1 of the NJBCA. (b) Each of HP Parent and Compaq Acquisition agrees to (and Parent shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its cause Acquisition to) vote in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules favor of the NYSE and PCX Merger all Shares purchased pursuant to the 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 HP LTX and Compaq Credence will take all action necessary or advisable in accordance with Delaware Law applicable Legal Requirements and its respective Certificate certificate of Incorporation incorporation or articles of organization and Bylaws bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of HPLTX, the Stock Issuance, Share Issuance and the Charter Amendment and, in the case of CompaqCredence, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING"“Stockholders’ Meeting”) to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP LTX and Compaq Credence will use all commercially reasonable efforts to hold their respective Stockholders' ’ Meetings on the same date. Subject to Section 5.3(d), each of HP LTX and Compaq Credence will use all commercially reasonable efforts to (i) solicit from its their respective stockholders proxies in favor of, in the case of HPLTX, the Stock Issuance, Share Issuance and the Charter Amendment and, in the case of CompaqCredence, the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary or advisable to (ii) secure the vote or consent of their respective its stockholders required by the rules of NYSE Nasdaq or the Pacific Stock Exchange ("PCX") 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, HP LTX or CompaqCredence, as the case may be, may adjourn or postpone its Stockholders' ’ Meeting to the extent necessary (A) to ensure that provide any necessary supplement or amendment to the ProspectusProxy Statement/Proxy Statement is provided Prospectus to its respective stockholders in advance of a the vote on the Merger Share Issuance and the Charter Amendment (in the case of LTX) or the adoption of this Agreement or, (in the case of Credence) or (B) 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 Common Stock of HP or Compaq, as the case may be, 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 HP LTX and Compaq Credence shall ensure that its respective Stockholders' ’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its it in connection with the 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 certificate of Incorporation incorporation or articles of organization and Bylawsbylaws, the rules of the NYSE and PCX 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 the Securities Act, each of HP and Compaq will The Company shall take all action actions necessary in accordance with Delaware Law the DGCL and its respective Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold and convene a meeting of its respective stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger (each, a "STOCKHOLDERS' MEETING") to be held as promptly as practicable (without limitation, within 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of HP to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Section 5.3(d), each of HP and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The Company's obligation to call, give notice of, convene and hold the Meeting in accordance with this Section 4.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any proposal for a Third Party Acquisition (as defined in Section 4.3), or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to the Merger. The stockholder vote required for the adoption and approval of the Merger, and will take all other action necessary or advisable to secure transactions contemplated by this Agreement shall be the vote or consent of their respective stockholders required by the rules DGCL and the Company's Certificate of NYSE Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.3(b). The Company and the 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 4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Company Financial Advisor that the Exchange Ratio is fair from a financial point of view to the holders of the Shares. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after filing, and promptly thereafter mail the Proxy Statement to the stockholders of 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 supplement to the Pacific Stock Exchange ("PCX") S-4 and/or the Proxy Statement, the Company or Delaware Law Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to obtain stockholders of the Company, such approvalsamendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, Company may adjourn or postpone its Stockholders' (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/S-4 and/or the Proxy Statement is provided to its respective the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of or (ii) the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/S-4 and the Proxy Statement) ), if there are insufficient shares of Common Stock of HP or CompaqShares represented, as the case may be, represented (either in person or by proxy) , to constitute a quorum necessary to conduct the business of such Stockholders' the Meeting. Each of HP Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its approvals required in connection with the Stockholders' Meeting are solicited Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in compliance with Delaware Law, its Certificate of Incorporation obtaining such permits and Bylaws, the rules of the NYSE and PCX and all other applicable Legal Requirementsapprovals as reasonably requested. Section 4.6.

Meeting of Stockholders. Promptly after (a) If required by applicable law in order to consummate the Registration Statement is declared effective under Merger, the Securities ActCompany (acting through the Board of Directors of the Company) shall, each of HP and Compaq will take all action necessary in accordance with Delaware Law and its respective Certificate of Incorporation and Bylaws to applicable law: (i) duly call, give notice of, convene and hold and convene a special meeting of its respective the stockholders to consider, in the case of HP, the Stock Issuance, and, in the case of Compaq, adoption and approval of this Agreement and approval of the Merger Company (each, a the "STOCKHOLDERS' MEETINGSpecial Meeting") to be held as promptly soon as practicable (without limitation, within 60 days, if practicable) after following the declaration acceptance for payment and purchase of effectiveness of Shares by Parent pursuant to the Registration Statement. Each of HP Tender Offer to consider and Compaq will use all reasonable efforts to hold their respective Stockholders' Meetings on vote upon the same date. Subject to Section 5.3(d), each of HP approval and Compaq will use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of HP, the Stock Issuance, and, in the case of Compaq, the adoption and approval of this Agreement and the Merger; (ii) prepare and file with the SEC a preliminary proxy statement or information statement, as appropriate, relating to this Agreement and the Merger and any other required filings, and use commercially reasonable efforts (A) after consultation with Parent and Sub, to respond promptly to any comments made by the SEC or its staff with respect to such preliminary proxy statement or information statement and cause a definitive proxy or information statement (together with any amendments or supplements thereto, the "Proxy Statement") and any other required documents to be mailed to the stockholders of the Company as soon as reasonably practicable and (B) to obtain the necessary approvals of this Agreement and the Merger by the stockholders of the Company; and (iii) include in the Proxy Statement the recommendations of the Board of Directors of the Company that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of NYSE or the Pacific Stock Exchange ("PCX") or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, HP or Compaq, as the case may be, may adjourn or postpone its Stockholders' Meeting except to the extent that the Board of Directors of the Company shall have determined in good faith, having received the advice of its outside counsel, that such recommendation would violate its fiduciary duties under applicable law. (b) Parent and Sub shall provide the Company with the information concerning Parent, Sub, and their subsidiaries and affiliates required under the Exchange Act to be included in the Proxy Statement. Parent, shall vote all of the shares of Sub Common Stock in favor of the approval and adoption of this Agreement and the Merger, if necessary to ensure that any necessary supplement or amendment to effect the Prospectus/Proxy Statement is provided to its respective stockholders in advance of Merger. In addition, if a vote on of the Merger stockholders of the Company is necessary to effect the Merger, Parent shall vote, or cause to be voted, all Shares owned by Parent, if any, and any subsidiaries of Parent in favor of the approval and adoption of this Agreement or, if as of and the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of 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 HP and Compaq shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by its in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the NYSE and PCX and all other applicable Legal RequirementsMerger.