Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Promptly after the date hereof, Individual will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual will consult with Desktop and use its commercially reasonable efforts to hold the Individual Stockholders' Meeting on the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable law.

Meetings of Stockholders. Promptly after the date hereof, Individual Target will ------------------------ take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Target Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual Target will consult with Desktop Acquiror and use its commercially reasonable best efforts to hold the Individual Target Stockholders' Meeting on the same day as the Desktop Acquiror Stockholders' Meeting. Promptly after the date hereof, Desktop Acquiror will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Acquiror Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) amending its Certificate of Incorporation to increase its authorized share capital to allow for the issuance of shares of Desktop Acquiror Common Stock by virtue of the Merger and (ii) voting upon the issuance of shares of Acquiror Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop . Acquiror will consult with Individual Target and will use its commercially reasonable best efforts to hold the Desktop Acquiror Stockholders' Meeting on the same day as the Individual Target Stockholders' Meeting. Desktop and Individual For so long as the Board of Directors of Target is required to make the recommendation set forth in Section 5.1, Target will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the foregoing proposals Merger and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to approve the extent that Merger. For so long as the Board of Directors of such party determines that doing so would cause Acquiror is required to make the Board recommendations set forth in Section 5.1, Acquiror will use its best efforts to solicit from its stockholders proxies in favor of Directors (i) the amendment of such party Acquiror's Certificate of Incorporation to breach increase its fiduciary duties under applicable lawauthorized share capital to allow for the issuance of shares of Acquiror Common Stock by virtue of the Merger and (ii) the issuance of shares of Acquiror Common Stock by virtue of the Merger.

Meetings of Stockholders. Promptly after the date hereof, Individual will FNF shall take all action necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation the FNF Charter and Bylaws FNF By-laws to convene a meeting of its stockholders (the Individual Stockholders' Meeting "FNF Stockholders Meeting") to consider and vote upon the adoption of this Agreement and to cause such vote to be held as promptly as practicable, taken. The Company shall take all action necessary in accordance with applicable law and in any event within 45 days after the declaration Company Charter and Company By-laws to convene a meeting of effectiveness its shareholders (the "Company Shareholders Meeting") to consider and vote upon the approval of the Registration Statementissuance of Company Common Stock in the Merger and the Company Incentive Plan Amendment (collectively, for the purpose "Company Vote Items") and to cause such vote to be taken. Subject to Section 5.8 hereof, FNF and the Company shall, through their respective Boards of voting upon Directors, recommend to their respective stockholders adoption or approval, as the case may be, of the foregoing matters and FNF shall take all lawful action to solicit such adoption or approval, as the case may be, by its stockholders. Without limiting the generality of the foregoing, (x) FNF agrees that its obligations pursuant to the first and last sentences of this AgreementSection 5.3 shall not be affected by the withdrawal or modification by the Board of Directors of FNF of its approval or recommendation of this Agreement or the Merger and (y) the Company agrees that its obligations pursuant to the second and last sentences of this Section 5.3 shall not be affected by the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of any of the Company Vote Items. Individual will consult with Desktop FNF and the Company shall use its commercially reasonable efforts to hold the Individual Stockholders' FNF Stockholders Meeting and the Company Shareholders Meeting on the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate meeting of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting stockholders of FNT to be held as promptly as practicable, to approve the Securities Exchange Agreement and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially their reasonable best efforts to hold such meetings as soon as practicable after the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable lawForm S-4 is declared effective.

Meetings of Stockholders. (a) Promptly after the date hereof, Individual Click2learn will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Individual Click2learn Stockholders' ’ Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the Click2learn Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Individual Click2learn will consult with Desktop Docent and use its commercially reasonable efforts to hold the Individual Click2learn Stockholders' ’ Meeting on the same day as the Desktop Docent Stockholders' ’ Meeting. Promptly after the date hereof, Desktop Docent will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Desktop Docent Stockholders' ’ Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, practicable for the purpose of (i) voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop . Docent will consult with Individual Click2learn and will use its commercially reasonable efforts to hold the Desktop Docent Stockholders' ’ Meeting on the same day as the Individual Click2learn Stockholders' ’ Meeting. Desktop Subject to Sections 5.2(b) and Individual 5.2(c), Docent and Click2learn will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the foregoing proposals Merger and to will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, except Docent or Click2learn, 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 Board Proxy Statement is provided to its respective stockholders in advance of Directors a vote on the Mergers and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Docent Common Stock or Click2learn Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable lawStockholders’ Meeting.

Meetings of Stockholders. Promptly after the date hereofRegistration Statement and the Source Registration Statement are declared effective under the Securities Act, Individual each of Parent and the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider, in the Individual case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company Merger, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders' Meeting ’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) to be held as promptly as practicable, practicable (and in any event within 45 days days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement, for . Each of Parent and the purpose of voting upon this Agreement. Individual Company will consult with Desktop and use its commercially all reasonable efforts to hold the Individual their respective Stockholders' ’ Meeting on the same day as date. Subject to Section 5.3(d), each of Parent and the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and Company will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially all reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the approval of Company, the foregoing proposals Company Proposal, and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules of the National Association of Securities Dealers, Inc. Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, except Parent or the Company, 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 Board Prospectus/Proxy Statement is provided to its respective stockholders in advance of Directors a vote on, in the case of Parent, the Parent Proposal or, in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such party determines Stockholders’ Meeting. Each of Parent and the Company shall ensure that doing so would cause its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Board Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Directors Incorporation and Bylaws, the rules of such party to breach its fiduciary duties under Nasdaq and all other applicable lawLegal Requirements.

Meetings of Stockholders. Promptly after the date hereof, Individual will (a) Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effected under the Registration StatementSecurities Act, for the purpose of voting upon this Agreementthe approval of the Company Stockholder Proposal and shall use its commercially reasonable efforts to convene and hold the Company Stockholders' Meeting on the same day and at the same time as the Parent Stockholders' Meeting. Individual will consult Parent shall take all action necessary in accordance with Desktop Delaware Law, the Restated Certificate of Incorporation and its Bylaws to convene the Parent Stockholders' Meeting, to be held as promptly as practicable after the Registration Statement is declared effected under the Securities Act, for the purpose of voting upon the approval of the Parent Stockholder Proposal and shall use its commercially reasonable efforts to hold the Individual Parent Stockholders' Meeting on the same day and at the same time as the Desktop Company Stockholders' Meeting. Promptly after the date Subject to Section 6.2(c) and Section 6.2(d) hereof, Desktop will take all action necessary in accordance with Delaware Law Parent and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will Company shall each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals Company Stockholder Proposal, in the case of Company, and to in favor of the approval of the Parent Stockholder Proposal, in the case of Parent, and shall take all other action necessary or advisable to secure the vote or consent Company Requisite Vote, in the case of their respective stockholders Company's stockholders, and the Parent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the rules of Nasdaq, in the case of Company, and the rules of the National Association New York Stock Exchange, in the case of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable lawParent).

Meetings of Stockholders. Promptly after the date hereof, Individual the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual The Company will consult with Desktop Parent and use its all commercially reasonable efforts to hold the Individual Company Stockholders' Meeting on the same day as the Desktop Parent Stockholders' Meeting. Promptly after the date hereof, Desktop Parent will take all action necessary in accordance with Delaware Nova Scotia Law and its Certificate Memorandum and Articles of Incorporation and Bylaws Association to convene the Desktop Parent Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Parent Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop . Parent will consult with Individual the Company and will use its all commercially reasonable efforts to hold the Desktop Parent Stockholders' Meeting on the same day as the Individual Company Stockholders' Meeting. Desktop and Individual For so long as the Board of Directors of the Company is required to make the recommendation set forth in Section 5.1, the Company will each use its all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the foregoing proposals Merger and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to approve the extent that Merger. For so long as the Board of Directors of such party determines that doing so would cause Parent is required to make the Board recommendations set forth in Section 5.1, Parent will use -47- 55 all commercially reasonable efforts to solicit from its stockholders proxies in favor of Directors the issuance of such party to breach its fiduciary duties under applicable lawshares of Parent Common Stock by virtue of the Merger.

Meetings of Stockholders. Promptly after the date hereof, Individual Pentose will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to obtain a consent of stockholders, or to convene the Pentose Stockholders' Meeting to be held as promptly as practicable, and in any event within 30 days after the declaration of effectiveness of the Registration Statement and delivery of the Prospectus contained therein to the Stockholders, for the purpose of (i) voting upon this Agreement and (ii) obtaining the election by the holders of a majority of the outstanding shares of Pentose Preferred Stock not to treat the merger contemplated hereby as a liquidation, dissolution or winding up of Pentose under Section (B)(2)(c) of Article Fourth of Pentose's Certificate of Incorporation. Promptly after the date hereof, Vitex will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual will consult with Desktop and use its commercially reasonable efforts to hold the Individual Stockholders' Meeting on the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Vitex Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Vitex Common Stock by virtue of the Merger, (iii) the increase in the number of shares of Vitex Common Stock subject to the Vitex Amended and Restated 1998 Incentive Plan and (iv) the increase in the number of authorized shares of capital stock, . Vitex and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual Pentose will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable law.

Meetings of Stockholders. Promptly after the date (a) Subject to Section 6.8 hereof, Individual Sensytech will take all action necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation charter and Bylaws bylaws to convene the Individual Stockholders' Meeting to be held as promptly as practicablereasonably practicable after the date hereof, and but in any event (to the extent permissible under applicable law) within 45 30 days after the declaration of effectiveness of the Registration StatementForm S-4, for a meeting (the purpose of voting upon this Agreement. Individual will consult with Desktop and use its commercially reasonable efforts to hold the Individual “Sensytech Stockholders' Meeting on the same day as the Desktop Stockholders' ’ Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness ”) of the Registration Statement, holders of Sensytech Common Stock and shall submit for approval by the purpose of Sensytech stockholders at such meeting or any adjournment thereof (i) voting upon the adoption of this Agreement, Agreement and approval of the Merger and (ii) an amendment to Sensytech’s certificate of incorporation (the issuance “Certificate of shares of Desktop Common Stock by virtue of the Merger, (iiiAmendment”) the increase in the number of increasing Sensytech’s authorized shares of capital stockstock to 100,000,000 shares, consisting of 90,000,000 shares of Sensytech Common Stock and (iv) 10,000,000 shares of Sensytech preferred stock or such other amounts of shares as the change parties may mutually agree. Such Certificate of Amendment shall be subject to the review and approval of Argon prior to its submission to the Sensytech stockholders for approval. Subject to Section 6.3 and the obligations of its directors under the Delaware corporation law, Sensytech, through its Board of Directors, shall recommend approval and adoption of the name Merger and the Certificate of Amendment by the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and Sensytech stockholders at the Sensytech Stockholders’ Meeting or any adjournment thereof. Sensytech will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of the approval adoption of this Agreement and the foregoing proposals Merger, and to Sensytech will take all other action necessary or advisable to obtain such approval and to secure the vote or consent of their respective its stockholders required by Delaware law, its charter and bylaws, Nasdaq National Market requirements and any other applicable requirement. The Sensytech Stockholders’ Meeting shall be called, noticed, convened, held and conducted, and all proxies solicited by Sensytech in connection with the rules of the Sensytech Stockholders’ Meeting shall be solicited, in compliance with Delaware law, Sensytech’s charter and bylaws, Nasdaq National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except Market requirements and other applicable requirements. The Proxy Statement/ Prospectus shall include a statement to the extent effect that the Board of Directors of such party determines Sensytech has recommended that doing so would cause the Sensytech stockholders vote in favor of the adoption of this Agreement and the approval of the Merger at the Sensytech Stockholders’ Meeting. Subject to Section 6.3 and the obligations of the Sensytech directors under the Delaware corporation law, neither the Board of Directors of such party Sensytech nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to breach withhold, withdraw, amend or modify in a manner adverse to Argon, its fiduciary duties under applicable lawrecommendation that Sensytech’s stockholders vote in favor of adoption of this Agreement and approval of the Merger.

Meetings of Stockholders. Promptly after the date hereof, Individual Predix will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Predix Stockholders' ’ Meeting to be held consider the approval of this Agreement and the Merger as promptly as practicable, and in any event within 45 twenty (20) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual will consult with Desktop Agreement and use its commercially reasonable efforts to hold the Individual Stockholders' Meeting on the same day as the Desktop Stockholders' MeetingMerger. Promptly after the date hereof, Desktop EPIX will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop EPIX Stockholders' ’ Meeting to be held as promptly as practicable, and in any event within 45 twenty (20) days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, Agreement and the Merger and (ii) the issuance of shares of Desktop EPIX Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, . EPIX and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual Predix will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the SEC, the National Association of Securities Dealers, Inc. or Delaware Law Law, as applicable, to obtain such approvals, except to except, (i) in the extent that case of EPIX, if the Board of Directors of EPIX reasonably concludes in good faith, after having received the advice of its outside legal counsel, that taking such party determines that doing so actions would cause be inconsistent with the Board of Directors of such party to breach its Directors’ fiduciary duties under applicable law, and (ii) in the case of Predix, Predix has taken the actions set forth in the last sentence of Section 5.1. EPIX may also include proposals for the ratification of its independent auditors and election of directors for approval at the EPIX stockholder meeting, and other matters as may be mutually agreed upon by EPIX and Predix.

Meetings of Stockholders. (a) Promptly after the date hereof, Individual Exar will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Individual Exar Stockholders' ’ Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreementapproval of the issuance of shares of Exar Common Stock in the Merger. Individual Exar will consult with Desktop Sipex and use its commercially reasonable efforts to hold the Individual Exar Stockholders' ’ Meeting on the same day as the Desktop Sipex Stockholders' ’ Meeting. Promptly after the date hereof, Desktop Sipex will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Desktop Sipex Stockholders' ’ Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, practicable for the purpose of (i) voting upon the adoption of this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop . Sipex will consult with Individual Exar and will use its commercially reasonable efforts to hold the Desktop Sipex Stockholders' ’ Meeting on the same day as the Individual Exar Stockholders' ’ Meeting. Desktop Subject to Sections 5.2(b) and Individual 5.2(c), (i) Exar will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals issuance of shares of Exar Common Stock in the Merger and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules Marketplace Rules of the National Association of Securities Dealers, Inc. NASDAQ Stock Market or Delaware Law the DGCL and all other applicable Legal Requirements to obtain such approvals, except and (ii) Sipex will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Marketplace Rules of the NASDAQ Stock Market or the DGCL and all other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Sipex or Exar, 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 Board Proxy Statement is provided to its respective stockholders in advance of Directors a vote on the issuance of shares of Exar Common Stock or the Merger, if as of the time for which the stockholders’ meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Exar Common Stock or Sipex Common Stock (as the case may be) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable lawstockholders’ meeting.

Meetings of Stockholders. (a) Promptly after following consummation of the date hereofBusiness Combination, Individual (i) Patriot will take all action necessary in accordance with Delaware Law applicable law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to convene the Individual Stockholders' Meeting to be held a meeting of its stockholders as promptly as practicablepracticable to consider and vote upon the approval of this Agreement, as ratified by New Patriot pursuant to the Patriot Ratification Agreement, the Pairing Agreement Amendment and, if required by applicable law or the rules of the NYSE, the Stock Purchase Agreement, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon this Agreement. Individual will consult with Desktop and use its commercially reasonable efforts to hold the Individual Stockholders' Meeting on the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop (ii) Wyndham will take all action necessary in accordance with Delaware Law applicable law and its Certificate certificate of Incorporation incorporation and Bylaws bylaws to convene the Desktop Stockholders' Meeting to be held a meeting of its stockholders as promptly as practicable, practicable to consider and in any event within 45 days after vote upon the declaration approval of effectiveness this Agreement as ratified by New Patriot pursuant to the Patriot Ratification Agreement. The proxy statement of Patriot related to its stockholders' meeting shall contain the recommendation of the Registration Statement, for the purpose Board of (i) voting upon Directors of Patriot that its stockholders approve this Agreement, (ii) as ratified by New Patriot pursuant to the issuance of shares of Desktop Common Stock by virtue Patriot Ratification Agreement, the Pairing Agreement Amendment and, if stockholder approval of the MergerStock Purchase Agreement is required by applicable law or the rules of the NYSE, the Stock Purchase Agreement. The proxy statement of Wyndham related to its stockholders' meeting shall contain the recommendation of the Board of Directors of Wyndham that its stockholders approve this Agreement as ratified by New Patriot pursuant to the Patriot Ratification Agreement. Patriot and Wyndham, subject to and in accordance with applicable law, each shall use their reasonable best efforts to obtain such approval, including without limitation, by timely mailing the Proxy Statement (iiias defined in Section 8.7 hereof) the increase contained in the number Form S-4 (as defined in Section 8.7 hereof) to its stockholders. Patriot and Wyndham shall coordinate and cooperate with each other and with BMOC with respect to the timing of authorized shares of capital stock, their respective stockholders' meetings and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will shall use its commercially their reasonable best efforts to hold such meetings on the Desktop Stockholders' Meeting same day and on the same day as the Individual Stockholdersstockholders' Meetingmeeting of BMOC. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor Notwithstanding any of the approval foregoing, in no event shall any of the foregoing proposals and Patriot, BMOC or Wyndham be required to take all other action necessary or advisable hold its stockholders' meeting prior to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities DealersSeptember 30, Inc. or Delaware Law to obtain such approvals, except to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties under applicable law1997.

Meetings of Stockholders. Promptly after the date hereof, Individual Each of New Plan and Excel will take all action necessary in accordance with Delaware Law applicable law and its Certificate Declaration of Incorporation Trust and Bylaws Charter and Bylaws, as applicable, to convene a meeting of its shareholders or stockholders, as the Individual Stockholders' Meeting to be held case may be, as promptly as practicablepracticable to consider and vote upon, and in the case of New Plan (including any event within 45 days after adjournment thereof, the declaration of effectiveness "New Plan Shareholders Meeting") the approval of the Registration StatementTrust Amendments, for the purpose of voting upon this Agreement, the Merger and the other transactions contemplated hereby, and, in the case of Excel (including any adjournment thereof, the "Excel Stockholders Meeting") the approval of the Excel Stockholder Matters. Individual will consult The Board of Directors of Excel and the Board of Trustees of New Plan shall each recommend such approval and Excel and New Plan shall each take all lawful, commercially reasonable action to solicit such approval, including, without limitation, timely mailing the Proxy Statement/Prospectus (as defined in Section 7.8). Excel and New Plan shall coordinate and cooperate with Desktop respect to the timing of such meetings and shall use its commercially their reasonable efforts to hold the Individual Stockholders' Meeting such meetings on the same day as the Desktop Stockholders' Meetingday. Promptly after If on the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statementmeetings of Excel and New Plan established pursuant to this paragraph, for either Excel or New Plan has respectively received less than the purpose requisite vote and neither an New Plan Takeover Proposal nor an Excel Takeover Proposal has been publicly disclosed and not withdrawn prior to the date of such meeting, then both parties shall recommend the adjournment of their respective meetings until the first to occur of (i) voting upon this Agreement, the date ten (10) days after the originally scheduled date of such meetings or (ii) the issuance date on which duly executed proxies for the requisite number of shares votes approving the Merger (in the case of Desktop Common Stock New Plan) or the Excel Stockholder Matters (in the case of Excel) shall have been obtained. Notwithstanding the foregoing, New Plan and Excel and their respective Boards of Trustees and Boards of Directors may take and disclose to shareholders or stockholders a position contemplated by virtue Rule 14e-2 promulgated under the Exchange Act if required to do so by the Exchange Act, comply with Rule 14d-9 thereunder and make all other disclosures required by applicable law. It shall be a condition to the mailing of the MergerProxy Statement/Prospectus that (i) Excel shall have received a "comfort" letter from Coopers & Lybrxxx X.X.P., independent public accountants for New Plan, dated as of a date within two business days before the date on which the Form S-4 (iiias defined in Section 7.8) shall become effective, with respect to the increase financial statements of New Plan included in the number of authorized shares of capital stockProxy Statement/Prospectus, in form and substance reasonably satisfactory to Excel, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Form S-4 and the Proxy Statement/Prospectus, and (ivii) New Plan shall have received a "comfort" letter from Coopers & Lybrxxx X.X.P., independent public accountants for Excel, dated as of a date within two business days before the change of date on which the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult Form S-4 shall become effective, with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except respect to the extent that financial statements of Excel included in the Board of Directors of such party determines that doing so would cause Proxy Statement/Prospectus, in form and substance reasonably satisfactory to New Plan, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Board of Directors of such party to breach its fiduciary duties under applicable lawForm S-4 and the Proxy Statement/Prospectus.

Meetings of Stockholders. Promptly after the date hereof, Individual will The Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders (the Individual Stockholders"STOCKHOLDERS' Meeting MEETING"), to be held as promptly as practicablepracticable or, and in any event within 45 days if applicable, on such later date as may be required by the Secretary of State of North Carolina after the declaration issuance of effectiveness a North Carolina Permit (in the event that Parent shall issue the shares of Parent Common Stock pursuant to Section 5.1(a)), or to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act (in the event that Parent shall issue the shares of Parent Common Stock hereunder pursuant to the Registration Statement), for the purpose of voting upon the approval and adoption of this AgreementAgreement and the transactions contemplated hereby, as appropriate. Individual will consult with Desktop In connection therewith, (a) the Board of Directors of the Company shall approve this Agreement and use declare its commercially reasonable efforts to hold advisability, and recommend that the Individual Stockholders' Meeting on stockholders of the same day as Company vote in favor of and adopt and approve this Agreement at the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the issuance of shares of Desktop Common Stock by virtue of the Merger, (iii) the increase in the number of authorized shares of capital stock, and (ivb) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day Information Statement or Proxy Statement, as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the foregoing proposals and to take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealersapplicable, Inc. or Delaware Law to obtain such approvals, except shall include a statement to the extent effect that the Board of Directors of the Company has recommended that the stockholders of the Company vote in favor of and adopt and approve this Agreement at the Stockholders' Meeting. The Proxy Statement shall specify that adoption of this Agreement shall constitute approval by the stockholders of the Company of: (i) the escrow and all other provisions of Article VII hereof and the deposit of that number of shares of Parent Common Stock equal to the Escrow Amount into the Escrow Fund and (ii) in favor of the appointment of Laura Witt as Stockholder Representative, under and as defined in this Xxxxxxxxx. The Company shall consult with Parent regarding the date of the Stockholders' Meeting and shall not postpone or adjourn (other than for absence of a quorum) the Stockholders' Meeting without the consent of Parent. The Company shall use its best efforts to obtain the consent of its stockholders sufficient to approve this Agreement and to enable the Closing to occur as promptly as practicable. The Company shall give its stockholders sufficient notice such party determines that doing so no stockholder will be able to exercise appraisal rights if such stockholder has not perfected such appraisal rights prior to Closing, pursuant to Section 262 of Delaware Law. In addition, the Company shall (i) simultaneously submit for approval by the stockholders of the Company by the requisite vote any payments or benefits that may be deemed to constitute "parachute payments" pursuant to Section 280G of the Code, such that all such payments or benefits shall not be deemed to be "parachute payments" pursuant to proposed regulations issued pursuant to Section 280G of the Code or shall be exempt from such treatment under such Section 280G, or (ii) deliver to Parent evidence satisfactory to Parent that such requisite stockholder approval has not been obtained with respect to any payment or benefit that may be deemed to constitute a "parachute payment" within the meaning of the proposed regulations issued pursuant to Section 280G of the Code and, as a consequence, that such "parachute payment" shall not be made or provided. Schedule 5.2 lists all persons who the Company reasonably believes are, with respect to the Company or any Affiliate, "disqualified individuals" (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as determined as of the date hereof. On or about the date which is five (5) business days prior to the expected date of the Closing, the Company shall, as and to the extent necessary, deliver to Parent a revised Schedule 5.2, which sets forth any additional information which the Company reasonably believes would cause affect the Board determination of Directors the persons who are, with respect to the Company or any Affiliate, deemed to be "disqualified individuals" (within the meaning of Section 280G of the Code and the regulations promulgated thereunder) as of the date of each such party to breach its fiduciary duties under applicable lawrevised Schedule 5.2.

Meetings of Stockholders. Promptly after the date hereof, Individual will The Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Individual Company Stockholders' Meeting Meeting, to be held as promptly as practicable, and in any event within 45 days practicable after the declaration of effectiveness of Registration Statement is declared effective under the Registration StatementSecurities Act, for the purpose of voting upon the adoption of the Merger Agreement and shall use its commercially reasonable efforts to convene and hold the Company Stockholders' Meeting on the same day and immediately subsequent to the Parent Stockholders' Meeting. In connection therewith, (i) the Board of Directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve this AgreementAgreement at the Company Stockholders' Meeting, and (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company Stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders' Meeting; provided, however, that until the date on which this Agreement is approved and adopted by the Company Stockholders, this Section 5.2 shall not prohibit the Board of Directors of the Company or the Company Special Committee from withdrawing, amending or modifying such recommendation or proposing to do any of the foregoing if such Company Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Company Special Committee in its sole discretion deems appropriate, that such action is advisable in connection with the Company Special Committee's fiduciary obligations to the Company Stockholders under applicable law. Individual will consult Parent shall take all action necessary in accordance with Desktop Delaware Law, its Certificate of Incorporation and its Bylaws to convene the Parent Stockholders' Meeting, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose of voting upon the approval of the issuance of shares of Parent Common Stock in the Merger and shall use its commercially reasonable efforts to hold the Individual Parent Stockholders' Meeting on the same day as and immediately preceding the Desktop Company Stockholders' Meeting. Promptly after the date hereofIn connection therewith, Desktop will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) the Parent Special Committee shall unanimously recommend that Parent's stockholders vote in favor of the issuance of shares of Desktop Parent Common Stock by virtue of at the Merger, (iii) the increase in the number of authorized shares of capital stockParent Stockholders' Meeting, and (ivii) the change Proxy Statement shall include a statement to the effect that the Parent Special Committee has unanimously recommended that the Parent Stockholders vote in favor of and adopt and approve this Agreement at the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual and will use its commercially reasonable efforts to hold the Desktop Stockholders' Meeting on the same day as the Individual Parent Stockholders' Meeting. Desktop ; provided, however, that until the date on which this Agreement is approved and Individual will each use its commercially reasonable efforts adopted by the Parent Stockholders, this Section 5.2 shall not prohibit the Parent Special Committee from withdrawing, amending or modifying such recommendation or proposing to solicit from its stockholders proxies in favor of the approval do any of the foregoing proposals and to take all other if such Parent Special Committee concludes in good faith, after consultation with its legal and/or financial advisors, as such Parent Special Committee in its sole discretion deems appropriate, that such action necessary or is advisable to secure in connection with the vote or consent of their respective stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except Parent Special Committee's fiduciary obligations to the extent that the Board of Directors of such party determines that doing so would cause the Board of Directors of such party to breach its fiduciary duties Parent Stockholders under applicable law.

Meetings of Stockholders. (a) Promptly after the date hereof, Individual (i) the Company will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Individual Company Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 10 days after the declaration of effectiveness filing of the Registration definitive Proxy Statement, for the purpose of voting upon approval and adoption of this Agreement. Individual will consult with Desktop Agreement and use its commercially reasonable efforts to hold approval of the Individual Stockholders' Meeting on the same day as the Desktop Stockholders' Meeting. Promptly after the date hereofMerger, Desktop and (ii) Parent will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to convene the Desktop Parent Stockholders' ’ Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness filing of the Registration definitive Proxy Statement, for the purpose of voting (iA) voting upon to approve and adopt this Agreement, (iiB) the issuance of shares of Desktop Common Stock by virtue of to approve the Merger, (iiiC) to authorize the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger, (D) to authorize the change of Parent’s name, and (E) to approve an increase in the authorization of Parent Common Stock to be reserved under Parent’s option and stock plans such that the number of authorized shares reserved thereunder would in the aggregate represent 20% of Parent’s capital stockstock on a fully diluted basis (the “Stock Pool Increase”) (collectively, also “Parent Stockholder Approval”). Parent and (iv) the change of the name of the Surviving Corporation to "NewsEDGE Corporation." Desktop will Company shall consult with Individual each other and will use its commercially all reasonable efforts to hold the Desktop Company Stockholders' ’ Meeting and the Parent Stockholder Meeting on the same day as day. Subject to Section 6.2(c), the Individual Stockholders' Meeting. Desktop and Individual Company will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the foregoing proposals Merger and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules of the National Association of Securities Dealers, Inc. or Delaware Law DGCL to obtain such approvals, except . The Company may adjourn or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s stockholders in advance of a vote on the issuance of Parent Common Stock and Parent Warrants pursuant to the Merger or, if as of the time for which the Company Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders’ Meeting. Parent may adjourn or postpone the Parent Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Parent’s stockholders in advance of a vote on the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger and this Agreement or, if as of the time for which the Parent Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting. The Company shall ensure that the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. Parent shall ensure that the Parent Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of such party determines that doing so would cause the Board Company with respect to this Agreement or the Merger, and the Company Stockholders’ Meeting shall be called, noticed, convened and held prior to the calling, noticing, convening or holding of Directors any meeting of such party the Company’s stockholders to breach its fiduciary duties under applicable lawconsider approval of any Acquisition Proposal or Superior Offer.