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. (a) Promptly after the date hereof, Individual (i) the Company will take all action necessary in accordance with Delaware Law the DGCL and its the Company Certificate of Incorporation and Company Bylaws to convene the Individual Stockholders' Meeting a meeting of its stockholders 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 Agreement 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 Merger and (ii) Parent will take all action necessary in accordance with Delaware Law the DGCL, the Parent Certificate and its Certificate of Incorporation and the Parent Bylaws to convene the Desktop Stockholders' Meeting a meeting of its stockholders 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) considering and voting upon this Agreement, (ii) approval of the issuance of shares of Desktop Parent Common Stock by virtue of to be issued pursuant to the Merger. Subject to Section 7.1, (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 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, including, without limitation, engaging the services of a nationally recognized proxy solicitation firm, and to will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders as required by the rules of Nasdaq or the National Association of Securities Dealers, Inc. or Delaware Law DGCL to obtain such approvals. Parent will use its reasonable best efforts to solicit from its Stockholders proxies in favor of the issuance of Parent Common Stock to be issued in the Merger. Notwithstanding anything to the contrary contained in this Agreement, except the Company and Parent, respectively, may adjourn or postpone the meeting of its stockholders (i) to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company's or Parent's stockholders, as the case may be, in advance of a vote on the Merger and this Agreement, or issuance of Parent Common Stock to be issued in the Merger, (ii) if as of the time for which the meeting of the Company's stockholders is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the meeting of the Company's stockholders, or (iii) if as of the time for which the meeting of Parent's stockholders 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 meeting of the Parent's stockholders. The Company shall ensure that the meeting of the Company's stockholders is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's stockholders are solicited, in compliance with DGCL, the Company Certificate and the Company Bylaws, the rules of Nasdaq and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the meeting of its stockholders in accordance with this Section 7.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal. Parent shall ensure that the meeting of Parent's stockholders is called, noticed, convened, held and conducted, and that all proxies solicited by the Parent in connection with the meeting of Parent's stockholders are solicited, in compliance with DGCL, the Parent Certificate and the Parent Bylaws, the rules of Nasdaq and all other applicable legal requirements. Parent and the Company shall coordinate and cooperate with each other with respect to the timing of their respective stockholders' meetings and shall use their reasonable best efforts to hold such meetings on the same day. (b) Subject to Section 7.1: (i) the Board of Directors of Company shall unanimously recommend that Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the meeting of the Company's stockholders; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of such party determines the Company has unanimously recommended that doing so would cause the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the meeting of the Company's stockholders; and (iii) neither the Board of Directors of such party the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to breach its fiduciary duties under applicable lawwithdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger.

Meetings of Stockholders. Promptly after (a) The Company shall, following the date hereofon which the Form S-4 is declared effective by the SEC, Individual will take all action necessary in accordance with Delaware Law duly call, give notice of, convene and hold a meeting of its Certificate of Incorporation and Bylaws to convene stockholders (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, “Company Stockholders Meeting”) for the purpose of voting upon this Agreement. Individual will consult with Desktop and use its commercially reasonable efforts to hold seeking the Individual Stockholders' Meeting on Company Stockholder Approval and, unless the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will take all action necessary Company Board shall have effected a Company Adverse Recommendation Change in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicableSections 5.3(d) or 5.3(e), 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 adoption of this Agreement by its stockholders proxies in favor stockholders. The Company shall, after consultation with Parent, schedule the Company Stockholders Meeting to be held within thirty (30) days of the initial mailing of the Proxy Statement/Prospectus; provided, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting (i) with the consent of Parent, (ii) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to the Company’s stockholders with a reasonable amount of time in advance of the Company Stockholder Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Company’s Stockholder Approval, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Stockholder Approval, as applicable, and (iv) as may be required by applicable Law. (b) Parent shall, following the date on which the Form S-4 is declared effective by the SEC, duly call, give notice of, convene and hold a general meeting of the Parent Shareholders (the “Parent Shareholders Meeting”) for the purpose of seeking the Parent Shareholder Approval and, unless the Parent Board shall have effected a Parent Adverse Recommendation Change in accordance with Sections 5.4(d) or 5.4(e), use commercially reasonable efforts to solicit approval of the foregoing proposals issuance and delivery of Parent ADSs (and all Parent Ordinary Shares represented thereby) as provided in Section 2. Parent shall provide the Company with a reasonable opportunity to take all other action necessary review and comment upon the circular containing the notice of the Parent Shareholders Meeting and shall consider any comments from Company thereon in good faith prior to the publication of such circular. Subject to applicable Law or advisable to secure the vote or consent of their respective stockholders required by the rules of any relevant securities exchange, Parent shall schedule the National Association Parent Shareholders Meeting to be held substantially contemporaneously with (and in no event later than) the Company Stockholders Meeting; provided, however, that Parent may postpone, recess or adjourn the Parent Shareholders Meeting (i) with the consent of Securities Dealersthe Company, Inc. (ii) to ensure that any required supplement or Delaware Law amendment to the Proxy Statement/Prospectus is provided to the Parent Shareholders within a reasonable amount of time in advance of the Parent Shareholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain such approvalsthe Parent Shareholder Approval, except to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Parent Shareholder Approval, as applicable and (iv) as may be required by applicable Law. (c) Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement. Immediately following the date of this Agreement, Parent shall provide or make available to the extent that Company a copy of Parent’s approval of this Agreement as the Board sole stockholder 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 lawMerger Sub.

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. 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 hereof, Individual will (a) Enterra shall promptly take all action reasonably necessary in accordance with Delaware Law the DGCL and its Restated Certificate of Incorporation and Bylaws bylaws to convene a meeting of its stockholders to consider and vote upon the Individual Stockholders' Meeting to be held as promptly as practicable, adoption and in any event within 45 days after the declaration of effectiveness approval of the Registration Statement, for the purpose of voting upon Merger and this Agreement. Individual will consult with Desktop Subject to the terms and use its commercially reasonable efforts to hold conditions set forth in Section 7.2, 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 Board 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 Directors of effectiveness of the Registration Statement, for the purpose of Enterra (i) voting upon shall recommend at such meeting that the stockholders of Enterra vote to adopt and approve the Merger and 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 shall 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 of Enterra proxies in favor of the such adoption and approval of the foregoing proposals and to (iii) shall take all other action reasonably necessary or advisable to secure the a vote or consent of their respective its stockholders required by the rules in favor of the National Association adoption and approval of Securities Dealers, Inc. or Delaware Law the Merger and this Agreement. (b) Weatxxxxxxx xxxll promptly take all action reasonably necessary in accordance with the DGCL and its Restated Certificate of Incorporation and bylaws to obtain such approvals, except convene a meeting of its stockholders to consider and vote upon the adoption and approval of the Merger and this Agreement. Subject to the extent that terms and conditions set forth in Section 7.1, the Board of Directors of Weatxxxxxxx (x) shall recommend at such party determines meeting that doing so would cause the Board stockholders of Directors Weatxxxxxxx xxxe to adopt and approve the Merger and this Agreement, (ii) shall use its reasonable efforts to solicit from stockholders of Weatxxxxxxx xxxxies in favor of such party adoption and approval and (iii) shall take all other action reasonably necessary to breach secure a vote of its fiduciary duties under applicable lawstockholders in favor of the adoption and approval of the Merger and this Agreement. (c) Weatxxxxxxx xxx Enterra shall coordinate and cooperate with respect to the timing of such meetings and shall endeavor to hold such meetings on the same day and as soon as practicable after the date hereof.

Meetings of Stockholders. Promptly (a) Xxxxx shall, promptly after the date hereofeffectiveness of the Form S-4, Individual will take all actions necessary in accordance with Nevada Law and its articles of incorporation and bylaws to convene a special meeting of Xxxxx'x stockholders to approve the Amended and Restated Articles of Xxxxx (the "Amendment") and to elect the directors listed in Schedule 1.06 (the "Xxxxx Stockholders Meeting"), and Xxxxx shall consult with Carpatsky in connection therewith. Xxxxx shall use its reasonable efforts to solicit from stockholders of Xxxxx proxies in favor of the approval and adoption of the Amendment and the election of directors and to secure the vote of stockholders required by Nevada Law, its articles of incorporation and bylaws to approve and adopt the Amendment, the election of directors and to otherwise satisfy the closing conditions set forth in Sections 7.01 and 7.02. (b) Carpatsky shall, promptly after the effectiveness of the Form S-4, take all action necessary in accordance with Delaware and Canadian Law and its Certificate of Incorporation charter and Bylaws bylaws to convene the Individual Stockholders' Meeting a special meeting of Carpatsky's shareholders 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, approve the Continuance and (ii) act on this Agreement (the issuance of shares of Desktop Common Stock by virtue "Carpatsky Stockholders Meeting"). Carpatsky shall recommend approval of the Merger, (iii) Continuance of Carpatsky in Delaware and the increase in approval and adoption of this Agreement and the number of authorized shares of capital stock, Merger 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 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 shareholders of Carpatsky proxies in favor of the approval and adoption of the foregoing proposals Continuance, the Merger and to take all other action necessary or advisable this Agreement and to secure the vote or consent of their respective stockholders shareholders required by the rules of the National Association of Securities Dealers, Inc. or Canadian and Delaware Law and its charter and bylaws to obtain such approvalsapprove and adopt the Continuance, except to the extent that Merger, this Agreement and 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 lawtransactions contemplated hereby.

Meetings of Stockholders. Promptly after the date hereof, Individual will (a) GulfMark shall promptly take all action reasonably necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws bylaws to convene a meeting of its stockholders to consider and vote upon the Individual Stockholders' Meeting to be held as promptly as practicable, adoption and in any event within 45 days after the declaration of effectiveness approval of the Registration StatementMerger and this Agreement and the Distribution. Subject to the terms and conditions set forth in Section 6.3 and the fiduciary obligations of the Board of Directors of GulfMark with respect to such matters, for the purpose Board of voting upon Directors of GulfMark (i) shall recommend at such meeting that the stockholders of GulfMark vote to adopt and approve the Merger and this Agreement. Individual will consult with Desktop Agreement and the Distribution, (ii) shall use its commercially reasonable efforts to hold solicit from stockholders of GulfMark proxies in favor of such adoption and approval and (iii) shall take all other action reasonably necessary to secure a vote of its stockholders in favor of the Individual Stockholders' Meeting on adoption and approval of the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop will Merger and this Agreement. (b) EVI shall promptly take all action reasonably necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws bylaws to convene a meeting of its stockholders to consider and vote upon the Desktop Stockholders' Meeting to be held as promptly as practicable, adoption and in any event within 45 days after the declaration of effectiveness approval of the Registration StatementMerger and this Agreement. Subject to the terms and conditions set forth in Section 6.2 and the fiduciary obligations of the Board of Directors of EVI with respect to such matters, for the purpose Board of Directors of EVI (i) voting upon shall recommend at such meeting that the stockholders of EVI vote to adopt and approve the Merger and 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 shall 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 of EVI proxies in favor of the such adoption and approval of the foregoing proposals and to (iii) shall take all other action reasonably necessary or advisable to secure the a vote or consent of their respective its stockholders required by the rules in favor of the National Association adoption and approval of Securities Dealers, Inc. or Delaware Law to obtain such approvals, except the Merger and this Agreement. (c) EVI and GulfMark shall coordinate and cooperate with respect to the extent that the Board of Directors timing of such party determines that doing so would cause meetings and shall endeavor to hold such meetings on the Board of Directors of such party to breach its fiduciary duties under applicable lawsame day and as soon as practicable after the date hereof.

Meetings of Stockholders. Promptly after (a) The Company shall, following the date hereofon which the Form S-4 is declared effective by the SEC (but subject to Section 6.2(c)) (i) in consultation with Parent, Individual will take all action necessary in accordance with Delaware Law and establish a record date for a meeting of its Certificate stockholders (the “Company Stockholders Meeting”) for the purpose of Incorporation and Bylaws to convene seeking the Individual Stockholders' Meeting to be held Company Stockholder Approval, (ii) as promptly as practicable, practicable mail the Proxy Statement/Prospectus to holders of the Company Common Stock (and in any event within 45 ten (10) days after the declaration of effectiveness of the Registration date the Form S-4 is declared effective by the SEC) and (iii) duly call, give notice of, convene and hold the Company Stockholders Meeting and, unless the Company Board shall have effected a Company Adverse Recommendation Change, use its reasonable best efforts to solicit adoption of this Agreement. The Company shall, after consultation with Parent, schedule the Company Stockholders Meeting to be held within forty (40) days of the initial mailing of the Proxy Statement/Prospectus and substantially contemporaneously with the Parent Shareholders’ Meeting; provided, however, that the Company may postpone, recess or adjourn the Company Stockholders Meeting (i) with the consent of Parent, (ii) to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Stockholders with a reasonable amount of time in advance of the Company Stockholders Meeting, (iii) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum or to obtain the Company’s Stockholder Approval, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Company Stockholder Approval, as applicable, and (iv) as may be required by applicable Law or the Company Charter Documents. (b) Parent shall, following the date on which the Form S-4 is declared effective by the SEC (but subject to Section 6.2(c)) (i) in consultation with the Company, establish a record date for a general meeting of the Parent Shareholders (the “Parent Shareholders Meeting”) for the purpose of voting upon this Agreement. Individual will consult with Desktop seeking the Parent Shareholder Approval, (ii) duly convene and use its commercially reasonable efforts to hold give notice of the Individual Stockholders' Parent 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 of Incorporation and Bylaws to convene the Desktop Stockholders' Meeting to be held as promptly as practicable, practicable and mail the Proxy Statement/Prospectus (and any other relevant accompanying circular) to Parent Shareholders (and in any event within 45 ten (10) days after the declaration of effectiveness of the Registration date the Form S-4 is declared effective by the SEC) and (iii) hold the Parent Shareholders Meeting and, unless the Parent Board shall have effected a Parent Adverse Recommendation Change, use reasonable best efforts to solicit the Parent Shareholder Approval. Parent shall, after consultation with the Company, schedule the Parent Shareholders Meeting to be held within forty (40) days of the initial mailing of the Proxy Statement/Prospectus and substantially contemporaneously with the Company Stockholders Meeting; provided, for however, that Parent may postpone, recess or adjourn the purpose of Parent Shareholders Meeting (i) voting upon this Agreementwith the consent of the Company, (ii) to ensure that any required supplement or amendment to the issuance Proxy Statement is provided to the Parent Shareholders within a reasonable amount of shares of Desktop Common Stock by virtue time in advance of the MergerParent Shareholders Meeting, (iii) the increase if there are not sufficient shareholders present in the number of authorized shares of capital stockperson or by proxy at such meeting to constitute a quorum, and (iv) if there are not sufficient affirmative votes in person or by proxy to obtain the change Parent Shareholder Approval, to allow additional time for solicitation of proxies for purposes of obtaining the Parent Shareholder Approval or (v) as may be required by applicable Law or the Parent Charter Documents. (c) It is the intention of the name parties that, and each of the Surviving Corporation to "NewsEDGE Corporation." Desktop will consult with Individual parties shall reasonably cooperate and will use its their commercially reasonable efforts to hold cause, the Desktop Stockholders' date and time of the Company Stockholders Meeting and the Parent Shareholders Meeting to be coordinated such that they occur on the same calendar day (and in any event as close in time as reasonably practicable). (d) Parent shall take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger and other transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement. Immediately following the date of this Agreement, Parent shall provide or make available to the Company a copy of Parent’s approval of this Agreement as the Individual Stockholders' Meeting. Desktop and Individual will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor sole stockholder 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 lawMerger Sub.

Meetings of Stockholders. Promptly after the date hereof, Individual (a) The Company will take all action steps necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold a meeting of its stockholders (the Individual Stockholders' Meeting to be held "Company Stockholder Meeting") as promptly soon as practicable, practicable (and in any event within 45 days days) after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon 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)) will (i) recommend to its stockholders the approval and adoption of this Agreement. Individual will consult with Desktop , the transactions contemplated hereby and any other matters to be submitted to the stockholders in connection therewith, to the extent that such approval and adoption is required by applicable law in order to consummate the Merger, and (ii) use its commercially reasonable good faith efforts to hold obtain the Individual Stockholders' Meeting on approval by its stockholders of this Agreement and the same day as the Desktop Stockholders' Meeting. Promptly after the date hereof, Desktop transactions contemplated hereby. (b) DHI will take all action steps necessary in accordance with Delaware Law its Amended and its Restated Certificate of Incorporation and Bylaws By-Laws to call, give notice of, convene and hold a meeting of its stockholders (the Desktop Stockholders' Meeting to be held "DHI Stockholder Meeting") as promptly soon as practicable, practicable (and in any event within 45 days days) after the declaration of effectiveness of the Registration Statement, for the purpose of approving and adopting this Agreement and the transactions contemplated hereby, approving the issuance of the DHI 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, DHI's Board will (i) voting upon recommend to its stockholders the approval and adoption of this Agreement, and (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 good faith efforts to obtain the approval by its stockholders of this Agreement and the transactions contemplated hereby. (c) The Company and DHI shall use their reasonable good faith efforts to hold the Desktop Stockholders' Company Stockholder Meeting on and 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 lawDHI Stockholder Meeting contemporaneously.

Meetings of Stockholders. (a) Promptly after the date hereof, Individual the Seller will take all action necessary in accordance with Delaware Law the MBCL, Chapter 164 and its Certificate Restated Articles of Incorporation Organization and Bylaws to convene the Individual Seller Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 60 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon considering the approval of this Agreement. Individual Unless otherwise required by the fiduciary duties of the Seller's Board of Directors, the Seller will consult with Desktop and use its commercially reasonable best efforts to hold solicit from its stockholders proxies in favor of the Individual Stockholders' Meeting on approval of this Agreement, and will take all other action necessary or advisable to secure the same day as the Desktop Stockholders' Meeting. vote or consent of its stockholders required to obtain such approval. (b) Promptly after the date hereof, Desktop to the extent that the approval of its stockholders is required, the Buyer will take all action necessary in accordance with Delaware Law and its Certificate listing agreement with or the rules of Incorporation and Bylaws the NYSE to convene the Desktop Buyer Stockholders' Meeting to be held as promptly as practicable, and in any event within 45 60 days after the declaration of effectiveness of the Registration Statement, for the purpose of (i) voting upon this Agreement, (ii) considering the approval of the issuance of shares of Desktop the Buyer Common Stock to be issued in the Merger as contemplated by virtue this Agreement. Unless otherwise required by the fiduciary duties of the MergerBuyer's Board of Trustees, (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 Buyer will use its commercially reasonable best efforts to hold the Desktop in connection with such Buyer 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 this Agreement, 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 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 lawapproval.