Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada Law and its charter and bylaws to either (i) call, give notice of, convene and hold a meeting of MDEX’s stockholders to be held on the earliest possible date determined in consultation with the Seller or (ii) prepare and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the Acquisition (the “MDEX Stockholders’ Meeting”).

Meetings of Stockholders. (aA) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, Rotech will take all actions steps necessary in accordance with federal securities laws, Nevada Law its Certificate of Incorporation and its charter and bylaws By-laws to either (i) call, give notice of, convene and hold a meeting of MDEX’s its stockholders (the "Rotech Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in Section 7.4 hereof), for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of Rotech (subject to the provisions of Section 8.1(d) hereof) will (i) recommend to its stockholders the approval of this Plan of Merger, the transactions contemplated hereby and any other matters to be held on submitted to the earliest possible date determined stockholders of Rotech in consultation with connection therewith, to the Seller or extent that such approval is required by applicable law in order to consummate the Merger, and (ii) prepare use its reasonable, good faith efforts to obtain the approval by its stockholders of this Plan of Merger and distribute the transactions contemplated hereby. (B) IHS will take all steps necessary in accordance with its Certificate of Incorporation and By-laws to call, give notice of , convene and hold a written consent meeting of its stockholders (the "IHS Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in lieu thereofSection 7.4 hereof), in either case for the purposes of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of IHS (subject to consider and vote on the provisions of Section 8.1(f) hereof) will (i) recommend to its stockholders the approval of this Agreement plan or Merger, the transactions contemplated hereby and any other matters to be submitted to the stockholders of IHS in connection therewith, to the extent that such approval is required by applicable law in order to consummate the Merger, and (ii) use its reasonable, good faith efforts to obtain the approval by its stockholders of this Plan of Merger and the Acquisition (the “MDEX Stockholders’ Meeting”)transactions contemplated hereby.

Meetings of Stockholders. (a) As The Company shall, promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada Law the GCL and its charter certificate of incorporation and bylaws to either (i) call, give notice of, convene and hold a special meeting of MDEX’s the Company's stockholders to be held on the earliest possible date determined in consultation with the Seller or (ii) prepare consider approval and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval adoption of this Agreement and the Acquisition Merger (the “MDEX "Company Stockholders’ ' Meeting”"), and the Company shall consult with the Acquiror in connection therewith. Subject to the provisions of Section 6.3, the Board of Directors shall recommend this Agreement and the Merger to the stockholders of the Company and the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and to secure the vote or consent of stockholders required by the GCL and its certificate of incorporation and bylaws to approve and adopt this Agreement (the "Required Company Vote"). (b) The Acquiror shall, promptly after the date of this Agreement, take all actions necessary in accordance with the Act and its articles of incorporation and bylaws to convene a special meeting of the Acquiror's shareholders to consider approval and adoption of this Agreement and the Merger (the "Acquiror Shareholders' Meeting"), and the Acquiror shall consult with the Company in connection therewith. The Acquiror shall use all reasonable efforts to solicit from stockholders of the Acquiror proxies in favor of the approval and adoption of the Share Issuance and to secure the vote or consent of the shareholders of the Acquiror required by the rules of the Nasdaq to approve and adopt the Share Issuance (the "Required Acquiror Vote").

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, Coram will take all actions steps necessary in accordance with federal securities laws, Nevada Law its Certificate of Incorporation and its charter and bylaws By-laws to either (i) call, give notice of, convene and hold a meeting of MDEX’s its stockholders (the "Coram Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in Section 7.4 hereof), for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of Coram (subject to the provisions of Section 8.1 (d) hereof) will (i) recommend to its stockholders the approval of this (b) IHS will take all steps necessary in accordance with its Certificate of Incorporation and By-laws to call, give notice of, convene and hold a meeting of its stockholders (the "IHS Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in Section 7.4 hereof), for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of IHS (subject to the provisions of Section 8.1(f) hereof) will (i) recommend to its stockholders the approval of this Plan of Merger, the transactions contemplated hereby and any other matters to be held on submitted to the earliest possible date determined stockholders of IHS in consultation with connection therewith, to the Seller or extent that such approval is required by applicable law in order to consummate the Merger, and (ii) prepare and distribute a written consent of use its reasonable, good faith efforts to obtain the approval by its stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement Plan of Merger and the Acquisition (the “MDEX Stockholders’ Meeting”)transactions contemplated hereby.

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, Company will take all actions steps necessary in accordance with federal securities laws, Nevada Law its Certificate of Incorporation and its charter and bylaws Bylaws to either (i) call, give notice of, convene and hold a meeting of MDEX’s its stockholders (the "Company Stockholder Meeting") as soon as practicable after the effectiveness of the Registration Statement, for the purpose of approving and adopting this Agreement and the transactions contemplated hereby and for such other purposes as may be necessary. Unless this Agreement shall have been validly terminated as provided herein, the Company Board (subject to the provisions of Section 5.2. and Section 7.1.(d) hereof) will (i) recommend to its stockholders the approval and adoption of this Agreement, the transactions contemplated hereby and any other matters to be held on submitted to the earliest possible date determined stockholders in consultation with connection therewith, to the Seller or extent that such approval is required by applicable law in order to consummate the Merger, and (ii) prepare and distribute a written consent of use its reasonable good faith efforts to obtain the approval by its stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the Acquisition transactions contemplated hereby. (b) DRHI will take all steps necessary in accordance with its Amended and Restated Certificate of Incorporation and By-Laws to call, give notice of, convene and hold a meeting of its stockholders (the “MDEX Stockholders’ "DRHI Stockholder Meeting”)") as soon as practicable after the effectiveness of the Registration Statement, for the purpose of approving the issuance of the DRHI Shares upon consummation of the Merger and for such other purposes as may be necessary. Unless this Agreement shall have been validly terminated as provided herein, DRHI's Board (i) will recommend to its stockholders the approval of the issuance of the DRHI Shares upon consummation of the Merger and any other matters to be submitted to the stockholders in connection therewith, to the extent that such approval is required by applicable law or the requirements of the NYSE in order to issue such shares, and (ii) use its reasonable good faith efforts to obtain the approval by its stockholders of this Agreement and the transactions contemplated hereby.

Meetings of Stockholders. (a) As The Company shall, promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, take all actions necessary in accordance with federal securities laws, Nevada Law the GCL and its charter certificate of incorporation and bylaws to either (i) call, give notice of, convene and hold a special meeting of MDEX’s the Company's stockholders to be held on the earliest possible date determined in consultation with the Seller or (ii) prepare consider approval and distribute a written consent of stockholders in lieu thereof, in either case to consider and vote on approval adoption of this Agreement and the Acquisition Merger (the “MDEX "Company Stockholders’ ' Meeting”"), and the Company shall consult with the Acquiror in connection therewith. Subject to the provisions of Section 6.03, the Board of Directors shall recommend this Agreement and the Merger to the stockholders of the Company and the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and to secure the vote or consent of stockholders required by the GCL and its certificate of incorporation and bylaws to approve and adopt this Agreement (the "Required Company Vote"). (b) The Acquiror shall, promptly after the date of this Agreement, take all actions necessary in accordance with the TBCA and its certificate of incorporation and bylaws to convene a special meeting of the Acquiror's stockholders to consider approval and adoption of this Agreement and the Merger (the "Acquiror Stockholders' Meeting"), and the Acquiror shall consult with the Company in connection therewith. The Acquiror shall use all reasonable efforts to solicit from stockholders of the Acquiror proxies in favor of the approval and adoption of the Share Issuance and to secure the vote or consent of the stockholders of the Acquiror required by the rules of the LSE and the ASE to approve and adopt the Share Issuance (the "Required Acquiror Vote"). AGREEMENT AND PLAN OF MERGER -39-

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, Coram will take all actions steps necessary in accordance with federal securities laws, Nevada Law its Certificate of Incorporation and its charter and bylaws By-laws to either (i) call, give notice of, convene and hold a meeting of MDEX’s its stockholders (the "Coram Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in Section 7.4 hereof), for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of Coram (subject to the provisions of Section 8.1 (d) hereof) will (i) recommend to its stockholders the approval of this Plan of Merger, the transactions contemplated hereby and any other matters to be held on submitted to the earliest possible date determined stockholders of Coram in consultation with connection therewith, to the Seller or extent that such approval is required by applicable law in order to consummate the Merger, and (ii) prepare use its reasonable, good faith efforts to obtain the approval by its stockholders of this Plan of Merger and distribute the transactions contemplated hereby. (b) IHS will take all steps necessary in accordance with its Certificate of Incorporation and By-laws to call, give notice of, convene and hold a written consent meeting of its stockholders (the "IHS Stockholders Meeting") as soon as practicable after the effectiveness of the Registration Statement (as defined in lieu thereofSection 7.4 hereof), in either case for the purpose of approving this Plan of Merger and for such other purposes as may be necessary. Unless this Plan of Merger shall have been validly terminated as provided herein, the Board of Directors of IHS (subject to consider and vote on the provisions of Section 8.1(f) hereof) will (i) recommend to its stockholders the approval of this Agreement Plan of Merger, the transactions contemplated hereby and any other matters to be submitted to the stockholders of IHS in connection therewith, to the extent that such approval is required by applicable law in order to consummate the Merger, and (ii) use its reasonable, good faith efforts to obtain the approval by its stockholders of this Plan of Merger and the Acquisition (the “MDEX Stockholders’ Meeting”)transactions contemplated hereby.

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX Company will, as promptly soon as possible after reasonably practicable following the date of this Agreement, take all actions action necessary in accordance with federal securities lawsto establish a record date for, Nevada Law and its charter and bylaws to either (i) duly call, give notice of, convene and hold a meeting of MDEX’s its stockholders to be held on (the earliest possible date determined in consultation with "Company Stockholders Meeting") as promptly as practicable for the Seller or (ii) prepare and distribute a written consent purpose of obtaining the approval of its stockholders in lieu thereof, in either case to consider and vote on approval of this Agreement and the Acquisition Merger. The Company Board shall recommend such approval and shall use its reasonable best efforts to solicit such approval, including, without limitation, timely mailing the Proxy Statement/Prospectus (as defined in Section 5.7); provided, however, that such recommendation or solicitation shall not be required and the “MDEX Stockholders’ Company Board may withdraw or modify such recommendation or solicitation, if previously made, if and to the extent that the Company Board determines after the date hereof, in its good faith judgment, after consulting with counsel, that such actions may be required by its fiduciary duties. The Company shall take all lawful action necessary or advisable to hold the Company Stockholders Meeting and collect the votes of its stockholders, including, without limitation, timely mailing to its stockholders the Proxy Statement/Prospectus as promptly as practicable after the Form F-4 (as defined in Section 6.7) shall be declared effective. Whether or not the Board of Directors of the Company, or any committee thereof, shall have (a) withdrawn or modified in a manner adverse to the Parent such Board's or Committee's approval or recommendation of the Merger and this Agreement or otherwise determined that the Merger and/or Agreement are no longer advisable, or (b) approved, recommended and determined advisable a Superior Proposal, the Merger and the Agreement shall be submitted to the stockholders of the Company for the purpose of acting thereupon at the Company Stockholders Meeting”).

Meetings of Stockholders. (a) As promptly as practicable after the execution of this Agreement, MDEX and the Seller The Company shall prepare an information statement (the “Information Statement”) containing such information regarding the Acquisition, the transactions contemplated by this Agreement and the issuance of the Acquisition Shares as necessary to satisfy the requirements of Rule 502 of Regulation D under the Securities Act. The information supplied by the Seller and MDEX for inclusion in the Information Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. If at any time prior to the Effective Time any event or circumstance relating to the Seller or MDEX, or any of their respective officers or directors, should be discovered by the Seller or MDEX that should be set forth in a supplement to the Information Statement, the Seller or MDEX, as the case may be, shall promptly inform the other party thereof in writing. (b) MDEX will, as promptly as possible after the date of this Agreement, take all actions action necessary in accordance with federal securities laws, Nevada Law the NCBC and its charter Certificate of Incorporation and bylaws to either (i) duly call, give notice of, convene and hold a meeting of MDEX’s stockholders to be held on the earliest possible date determined in consultation with Company Stockholders Meeting as soon as practicable after the Seller or (ii) prepare and distribute a written consent of stockholders in lieu thereof, in either case S-4 has been declared effective under the Securities Act to consider and vote on upon the adoption and approval of this Agreement and the Acquisition transactions contemplated hereby. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the NCBC and the Company's Certificate of Incorporation and bylaws. The Company will, through its Board of Directors, recommend to its stockholders approval of such matters subject to the provisions of Section 4.03(b). (b) The Parent shall take all action necessary in accordance with the Delaware General Corporation Law (the “MDEX Stockholders’ Meeting”)."DGCL") and its Certificate of Incorporation and bylaws to duly call, give notice of, convene and hold the Parent Stockholders Meeting as soon as practicable after the S-4 has been declared effective under the Securities Act to consider and vote upon the adoption and approval of this Agreement, the transactions contemplated hereby and the Parent Amendment to Certificate. The stockholder votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL, the Parent's Certificate of Incorporation and bylaws and applicable rules and regulations of The Nasdaq Stock Market, Inc.