Common use of Meetings of Stockholders; Board Recommendations Clause in Contracts

Meetings of Stockholders; Board Recommendations. (a) CPT, acting through the CPT Board, shall take all actions in accordance with the DGCL, the CPT Certificate of Incorporation or the CPT Bylaws or similar governing documents of CPT and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the CPT Stockholders’ Meeting for the purpose of considering and voting upon CPT Voting Proposal. Subject to Section 6.12(b), (i) the CPT Board shall recommend approval and adoption of this Agreement and the CPT Merger by the stockholders of CPT(the “CPT Voting Proposal”) and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the CPT Board nor any committee thereof shall effect a Change in Recommendation and (iii) CPT shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the CPT Voting Proposal and shall take all other action reasonably necessary or advisable to secure the Required CPT Stockholder Vote. Without limiting the generality of the foregoing, (x) CPT agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of CPT Common Stock, as required by this Section 6.6(a), shall not be affected by the withdrawal, amendment or modification of the recommendation by the CPT Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), (y) CPT agrees that its obligations pursuant to this Section 6.6(a) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT of any CPT Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of CPT’s Common Stock for the purpose of obtaining the Required CPT Stockholder Vote. (b) Inuvo, acting through the Inuvo Board, shall take all actions in accordance with the NRS, the Inuvo Articles of Incorporation or Inuvo Bylaws or similar governing documents of Inuvo and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the Inuvo Stockholders’ Meeting for the purpose of considering and voting upon the Inuvo Voting Proposal. Subject to Section 6.12(b), (i) the Inuvo Board shall recommend approval and adoption of this Agreement and the Inuvo Merger by the stockholders of Inuvo (the “Inuvo Voting Proposal”) and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the Inuvo Board nor any committee thereof shall effect a Change in Recommendation and (iii) Inuvo shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Inuvo Voting Proposal and shall take all other action reasonably necessary or advisable to secure the Required Inuvo Stockholder Vote. Without limiting the generality of the foregoing, (x) Inuvo agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Inuvo Common Stock, as required by this Section 6.6(b), shall not be affected by the withdrawal, amendment or modification of the recommendation by the Inuvo Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), (y) Inuvo agrees that its obligations pursuant to this Section 6.6(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT of any CPT Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of Inuvo’s Common Stock for the purpose of obtaining the Required Inuvo Stockholder Vote. (c) Nothing contained in this Section 6.6 or otherwise contained in this Agreement shall be deemed to prohibit Inuvo from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or making any disclosure to its stockholders in order to comply with the Inuvo Board’s fiduciary duties to its stockholders under the NRS. (d) Unless otherwise mutually agreed upon by the Parties, the Parties shall use reasonable best efforts to cause the respective record dates and meeting dates for CPT Stockholders’ Meeting and for the Inuvo Stockholders’ Meeting to be the same. (e) Except to the extent required by applicable Laws, CPT shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for CPT Stockholders’ Meeting or (ii) postpone, delay or adjourn CPT Stockholders’ Meeting without the consent of Inuvo (not to be unreasonably withheld, delayed or conditioned), except, in each case, after consultation with Inuvo, (A) to the extent necessary (as determined in good faith by the CPT Board following consultation with outside counsel) to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Laws is provided to the stockholders of CPT sufficiently in advance of CPT Stockholders’ Meeting; (B) if there are an insufficient number of shares of CPT Common Stock represented in person or by proxy at CPT Stockholders’ Meeting to constitute a quorum or to adopt this Agreement, in which case CPT may adjourn the CPT Stockholders’ Meeting and use its reasonable best efforts to obtain a quorum and the Required CPT Stockholder Vote as promptly as practicable in the prevailing circumstances; (C) to a date not less than three (3) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii); or (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii). Except to the extent required by applicable Law, Inuvo shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for the Inuvo Stockholders’ Meeting or (ii) postpone, delay or adjourn the Inuvo Stockholders’ Meeting without the consent of CPT (not to be unreasonably withheld, delayed or conditioned) except, in each case, after consultation with CPT, (A) to the extent necessary to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Law is provided to the stockholders of Inuvo sufficiently in advance of the Inuvo Stockholders’ Meeting; (B) if there are an insufficient number of shares of Inuvo Stock represented in person or by proxy at the Inuvo Stockholders’ Meeting to constitute a quorum, in which case Inuvo may adjourn the Inuvo Stockholders’ Meeting and use its reasonable best efforts to obtain a quorum and the Required Inuvo Stockholder Vote as promptly as practicable in the prevailing circumstances; (C) to a date not less than three (3) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii); or (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii).

Meetings of Stockholders; Board Recommendations. (a) CPTThe Company, acting through the CPT Company Board, shall take all actions in accordance with the DGCL, the CPT Company Certificate of Incorporation or the CPT Company Bylaws or similar governing documents of CPT the Company and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the CPT Company Stockholders’ ' Meeting for the purpose of considering and voting upon CPT the Company Voting Proposal. Subject to Section 6.12(b), (i) the CPT Company Board shall recommend approval and adoption of this Agreement and the CPT Merger by the stockholders of CPT(the “CPT the Company (the "Company Voting Proposal”") and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the CPT Company Board nor any committee thereof shall effect a Change in Recommendation and (iii) CPT the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the CPT Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the Required CPT Company Stockholder Vote. Without limiting the generality of the foregoing, (x) CPT the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of CPT Common StockCompany Shares, as required by this Section 6.6(a), shall not be affected by the withdrawal, amendment or modification of the recommendation by the CPT Company Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), thereof and (y) CPT the Company agrees that its obligations pursuant to this Section 6.6(a) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT the Company of any CPT Company Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of CPT’s Common Stock for the purpose of obtaining the Required CPT Stockholder VoteProposal. (b) InuvoParent, acting through the Inuvo Parent Board, shall take all actions in accordance with the NRSDGCL, the Inuvo Articles certificate of Incorporation incorporation or Inuvo Bylaws bylaws or similar governing documents of Inuvo Parent and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the Inuvo Parent Stockholders’ ' Meeting for the purpose of considering and voting upon the Inuvo issuance of Parent Stock in the Merger (the "Parent Voting Proposal"). Subject to Section 6.12(b), (i) the Inuvo The Parent Board shall recommend approval and adoption of this Agreement and the Inuvo Merger Parent Voting Proposal by the stockholders of Inuvo (the “Inuvo Voting Proposal”) Parent and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither . Neither the Inuvo Parent Board nor any committee thereof shall effect a Change withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify in Recommendation and (iii) Inuvo any manner adverse to the Company the recommendation of the Parent Board that the Parent's stockholders vote in favor of the Parent Voting Proposal. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Inuvo Parent Voting Proposal and shall take all other action reasonably necessary or advisable to secure the Required Inuvo Stockholder Vote. Without limiting the generality of the foregoing, (x) Inuvo agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Inuvo Common Stock, as required by this Section 6.6(b), shall not be affected by the withdrawal, amendment or modification of the recommendation by the Inuvo Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), (y) Inuvo agrees that its obligations pursuant to this Section 6.6(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT of any CPT Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of Inuvo’s Common Stock for the purpose of obtaining the Required Inuvo Parent Stockholder Vote. (c) Nothing contained in this Section 6.6 or otherwise contained in this Agreement shall be deemed to prohibit Inuvo the Company from (i) taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act Act, or (B) making any disclosure to its stockholders in order to comply with the Inuvo Company Board’s 's fiduciary duties to its stockholders under the NRSDGCL. (d) Unless otherwise mutually agreed upon by the Partiesparties, the Parties shall use reasonable best efforts to cause the respective record dates and meeting dates for CPT the Company Stockholders’ ' Meeting and for the Inuvo Parent Stockholders’ ' Meeting to shall be the same. (e) Except to the extent required by applicable Laws, CPT the Company shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for CPT the Company Stockholders’ ' Meeting or (ii) postpone, delay or adjourn CPT the Company Stockholders’ Meeting without the consent of Inuvo (not to be unreasonably withheld, delayed or conditioned)' Meeting, except, in each case, after consultation with InuvoParent, (A) to the extent necessary (as determined in good faith by the CPT Board following consultation with outside counsel) to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Laws is provided to the stockholders of CPT the Company sufficiently in advance of CPT the Company Stockholders’ Meeting; ' Meeting or (B) if there are an insufficient number of shares of CPT Common Stock Company Shares represented in person or by proxy at CPT the Company Stockholders’ ' Meeting to constitute a quorum or to adopt this Agreement, in which case CPT the Company may adjourn the CPT Company Stockholders’ ' Meeting and use its reasonable best efforts to obtain a quorum and the Required CPT Company Stockholder Vote as promptly as practicable in the prevailing circumstances; (C) to a date not less than three (3) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii); or (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii). Except to the extent required by applicable Law, Inuvo Parent shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for the Inuvo Parent Stockholders’ ' Meeting or (ii) postpone, delay or adjourn the Inuvo Parent Stockholders’ Meeting without the consent of CPT (not to be unreasonably withheld' Meeting, delayed or conditioned) except, in each case, after consultation with CPTthe Company, (A) to the extent necessary to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Law is provided to the stockholders of Inuvo Parent sufficiently in advance of the Inuvo Parent Stockholders’ Meeting; ' Meeting or (B) if there are an insufficient number of shares of Inuvo Parent Stock represented in person or by proxy at the Inuvo Parent Stockholders’ ' Meeting to constitute a quorum, in which case Inuvo Parent may adjourn the Inuvo Parent Stockholders’ ' Meeting and use its reasonable best efforts to obtain a quorum and the Required Inuvo Parent Stockholder Vote as promptly as practicable in the prevailing circumstances; (C) to a date not less than three (3) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii); or (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii).

Meetings of Stockholders; Board Recommendations. (a) CPTThe Company, acting through the CPT Company Board, shall take all actions in accordance with the DGCL, the CPT Company Certificate of Incorporation or the CPT Company Bylaws or similar governing documents of CPT the Company and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the CPT Company Stockholders’ Meeting for the purpose of considering and voting upon CPT the Company Voting Proposal. Subject to Section 6.12(b6.13(b), (i) the CPT Company Board shall recommend approval and adoption of this Agreement and the CPT Merger by the stockholders of CPT(the the Company (the “CPT Company Voting Proposal”) and include such recommendation in the Joint Proxy Statement/Prospectus, (ii) neither the CPT Company Board nor any committee thereof shall effect a Change in Recommendation and (iii) CPT the Company shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the CPT Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the Required CPT Company Stockholder Vote. Without limiting the generality of the foregoing, (x) CPT the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of CPT Common StockCompany Shares, as required by this Section 6.6(a6.7(a), shall not be affected by the withdrawal, amendment or modification of the recommendation by the CPT Company Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), (y) CPT the Company agrees that its obligations pursuant to this Section 6.6(a6.7(a) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT the Company of any CPT Company Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of CPTthe Company’s Common Stock for the purpose of obtaining the Required CPT Company Stockholder Vote. (b) InuvoParent, acting through the Inuvo Parent Board, shall take all actions in accordance with the NRSDGCL, the Inuvo Articles certificate of Incorporation incorporation or Inuvo Bylaws bylaws or similar governing documents of Inuvo Parent and all applicable Laws to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the declaration of effectiveness of the Registration Statement, the Inuvo Parent Stockholders’ Meeting for the purpose of considering and voting upon the Inuvo issuance of Parent Stock in the Merger, the amendment to Parent’s Amended Certificate of Incorporation to authorize a class of Parent Non-Voting ProposalCommon Stock and securing the Special Series B Approval (the “Parent Voting Proposals”). Subject to Section 6.12(b), (i) the Inuvo The Parent Board shall recommend approval and adoption of this Agreement and the Inuvo Merger Parent Voting Proposals by the stockholders holders of Inuvo (the “Inuvo Voting Proposal”) Parent Stock and include such recommendation in the Joint Parent’s Proxy Statement/Prospectus, (ii) neither . Neither the Inuvo Parent Board nor any committee thereof shall effect a Change withdraw, qualify or modify, or publicly propose to withdraw, qualify or modify in Recommendation and (iii) Inuvo any manner adverse to the Company the recommendation of the Parent Board that the Parent’s stockholders vote in favor of the Parent Voting Proposals. Parent shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the Inuvo Parent Voting Proposal Proposals and shall take all other action reasonably necessary or advisable to secure the Required Inuvo Stockholder Vote. Without limiting the generality of the foregoing, (x) Inuvo agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Inuvo Common Stock, as required by this Section 6.6(b), shall not be affected by the withdrawal, amendment or modification of the recommendation by the Inuvo Board or committee thereof, including a Change in Recommendation, pursuant to the provisions contained in Section 6.12(b), (y) Inuvo agrees that its obligations pursuant to this Section 6.6(b) shall not be affected by the commencement, public proposal, public disclosure or communication to CPT of any CPT Takeover Proposal and (z) notwithstanding any Change in Recommendation, unless this Agreement is validly terminated pursuant to, and in accordance with, Article VIII, this Agreement shall be submitted to the holders of Inuvo’s Common Stock for the purpose of obtaining the Required Inuvo Parent Stockholder Vote. (c) Nothing contained in this Section 6.6 6.7 or otherwise contained in this Agreement shall be deemed to prohibit Inuvo the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act or making any disclosure to its stockholders in order to comply with the Inuvo Company Board’s fiduciary duties to its stockholders under the NRSDGCL. (d) Unless otherwise mutually agreed upon by the Parties, the Parties shall use reasonable best efforts to cause the respective record dates and meeting dates for CPT the Company Stockholders’ Meeting and for the Inuvo Parent Stockholders’ Meeting to be the same. (e) Except to the extent required by applicable Laws, CPT the Company shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for CPT the Company Stockholders’ Meeting or (ii) postpone, delay or adjourn CPT the Company Stockholders’ Meeting without the consent of Inuvo Parent (not to be unreasonably withheld, delayed or conditioned), except, in each case, after consultation with InuvoParent, (A) to the extent necessary (as determined in good faith by the CPT Company Board following consultation with outside counsel) to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Laws is provided to the stockholders of CPT the Company sufficiently in advance of CPT the Company Stockholders’ Meeting; (B) if there are an insufficient number of shares of CPT Common Stock Company Shares represented in person or by proxy at CPT the Company Stockholders’ Meeting to constitute a quorum or to adopt this Agreement, in which case CPT the Company may adjourn the CPT Company Stockholders’ Meeting and use its reasonable best efforts to obtain a quorum and the Required CPT Company Stockholder Vote as promptly as practicable in the prevailing circumstances; or (C) to a date not less than three five (35) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii6.13(b)(ii)); or and (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii6.13(b)(iii). Except to the extent required by applicable Law, Inuvo Parent shall not (i) change the date specified in the Joint Proxy Statement/Prospectus for the Inuvo Parent Stockholders’ Meeting or (ii) postpone, delay or adjourn the Inuvo Parent Stockholders’ Meeting without the consent of CPT the Company (not to be unreasonably withheld, delayed or conditioned) except, in each case, after consultation with CPTthe Company, (A) to the extent necessary to ensure that any amendment or supplement to the Joint Proxy Statement/Prospectus required by applicable Law is provided to the stockholders of Inuvo Parent sufficiently in advance of the Inuvo Parent Stockholders’ Meeting; Meeting or (B) if there are an insufficient number of shares of Inuvo Parent Stock represented in person or by proxy at the Inuvo Parent Stockholders’ Meeting to constitute a quorum, in which case Inuvo Parent may adjourn the Inuvo Parent Stockholders’ Meeting and use its reasonable best efforts to obtain a quorum and the Required Inuvo Parent Stockholder Vote as promptly as practicable in the prevailing circumstances; (C) to a date not less than three (3) Business Days after the expiration of any five-Business Day period contemplated by Section 6.12(b)(ii); or (D) to a date not less than five (5) Business Days after a Change in Recommendation effected pursuant to Section 6.12(b)(iii).