Common use of Parent Stockholders’ Meeting Clause in Contracts

Parent Stockholders’ Meeting. Parent shall duly take all lawful action to establish a record date for, call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective (the “Parent Stockholders Meeting” and, together with the Company Stockholders Meeting, the “Required Stockholders Meetings”) for the purpose of obtaining the Parent Stockholder Approval with respect to the transactions contemplated by this Agreement and, unless it is permitted to make a Parent Change of Recommendation pursuant to Section 5.3, shall use its reasonable best efforts to solicit the approval of its stockholders of this Agreement by its stockholders in accordance with applicable Law. The Parent Board of Directors shall include the Parent Recommendation in the Joint Proxy Statement/Prospectus and shall not make a Parent Change of Recommendation, except as and to the extent permitted by Section 5.3. In addition, the Parent shall submit to a vote of its of its stockholders at the Parent Stockholders Meeting an amendment to its 2010 Equity Compensation Plan to increase the number of shares of Parent Common Stock available for grants to be made under such plan by 2,500,000 shares, which such additional shares of Parent shall be used for future grants to be made to all eligible employees at the discretion of the Compensation Committee of the Parent’s Board of Directors.

Parent Stockholders’ Meeting. Parent shall duly take all lawful action necessary to establish a record date for, duly call, give notice of, convene convene, and hold a meeting of its stockholders the Parent Stockholders Meeting as promptly soon as reasonably practicable following the date upon which after the Form S-4 becomes effective (is declared effective, and, in connection therewith, Parent shall mail the “Joint Proxy/Information Statement to the holders of Parent Common Stock in advance of the Parent Stockholders Meeting” and, together with . Except to the Company Stockholders Meetingextent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 5.04 hereof, the “Required Stockholders Meetings”) for the purpose of obtaining the Parent Stockholder Approval with respect to the transactions contemplated by this Agreement and, unless it is permitted to make a Parent Change of Recommendation pursuant to Section 5.3, shall use its reasonable best efforts to solicit the approval of its stockholders of this Agreement by its stockholders in accordance with applicable Law. The Parent Board of Directors Joint Proxy/Information Statement shall include the Parent Recommendation Board Recommendation. Subject to Section 5.04 hereof, Parent shall use reasonable best efforts to: (i) solicit from the holders of Parent Common Stock proxies in favor of the Joint Proxy Statement/Prospectus and shall not make a Parent Change approval of Recommendation, except as and to the extent permitted by Section 5.3. In addition, the Parent Stock Issuance; and (ii) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Common Stock required by applicable Law to obtain such approval. Parent shall submit keep the Company updated with respect to a vote of its of its stockholders at proxy solicitation results as requested by the Company. Once the Parent Stockholders Meeting an amendment to its 2010 Equity Compensation Plan to increase the number of shares of Parent Common Stock available for grants to be made under such plan by 2,500,000 shareshas been called and noticed, which such additional shares of Parent shall be used for future grants not postpone or adjourn the Parent Stockholders Meeting without the consent of Company (other than: (A) in order to be made obtain a quorum of its stockholders; or (B) as reasonably determined by Parent to all eligible employees comply with applicable Law). Parent shall use its commercially reasonable efforts to cooperate with Company to hold the Parent Stockholders Meeting on the same day and at the discretion same time as the Company Stockholders Meeting as soon as reasonably practicable after the date of this Agreement, and to set the Compensation Committee of the Parent’s Board of Directorssame record date for each such meeting.

Parent Stockholders’ Meeting. Parent (a) Parent: (i) shall duly take all lawful action necessary under all applicable Legal Requirements to establish a record date for, call, give notice of, convene of and hold a meeting of its stockholders as promptly as practicable following the date upon which the Form S-4 becomes effective holders of Parent Common Stock (the “Parent Stockholders Stockholders’ Meeting” and, together with the Company Stockholders Meeting, the “Required Stockholders Meetings”) for the purpose of obtaining to vote on a proposal to approve the Parent Stockholder Approval with respect Share Issuance as promptly as reasonably practicable after the date of this Agreement (subject to the transactions contemplated by penultimate sentence of this Agreement Section 5.3(a)); (ii) shall submit such proposal to such holders at the Parent Stockholders’ Meeting and, unless it is permitted to make Parent’s board of directors has made a Parent Change of Recommendation pursuant to Section 5.3Change, shall use its reasonable best efforts to solicit proxies to vote in favor of such proposal from such holders before the Parent Stockholders’ Meeting; and (iii) shall not submit any other proposal (other than a customary proposal to adjourn the Parent Stockholders’ Meeting) to such holders at the Parent Stockholders’ Meeting that is not related to the approval or consummation of its stockholders any of this Agreement the Contemplated Transactions without the prior written consent of the Company. Parent, in consultation with the Company, shall set a record date for Persons entitled to notice of, and to vote at, the Parent Stockholders’ Meeting and, except as required by its stockholders in accordance with applicable LawLegal Requirements, shall not change such record date without the prior written consent of the Company. The Parent Board of Directors Stockholders’ Meeting shall include be held as promptly as practicable after the Parent Recommendation in Form S-4 Registration Statement is declared effective under the Securities Act and the Joint Proxy Statement/Prospectus and has been mailed to Parent’s stockholders. Parent shall not make a Parent Change of Recommendation, except as and use its reasonable best efforts to the extent permitted by Section 5.3. In addition, ensure that all proxies solicited in connection with the Parent shall submit to a vote of its of its stockholders at the Parent Stockholders Stockholders’ Meeting an amendment to its 2010 Equity Compensation Plan to increase the number of shares of Parent Common Stock available for grants to be made under such plan by 2,500,000 shares, which such additional shares of Parent shall be used for future grants to be made to are solicited in compliance with all eligible employees at the discretion of the Compensation Committee of the Parent’s Board of Directorsapplicable Legal Requirements.

Parent Stockholders’ Meeting. Unless this Agreement has been earlier terminated in accordance with Article VIII, Parent shall duly take all lawful action to shall, acting through its Board of Directors, as promptly as reasonably practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of the holders of Parent Class B Common Stock in accordance with the Listing Rules of the ASX and any other applicable Laws, for the purpose of voting upon the approval of the Exchange (the "Parent Stockholders' Meeting"). Except as required by any Governmental Authority, and for matters to which LMC shall have provided its prior written consent (which consent shall not be unreasonably withheld or delayed), the only matters Parent shall propose to be acted on by the holders of Parent Class B Common Stock at the Parent Stockholders' Meeting shall be the approval of the Exchange. In connection with the Parent Stockholders' Meeting, Parent will use reasonable best efforts to obtain the requisite quorum at the Parent Stockholders' Meeting and to obtain the Requisite Parent Stockholder Approval, including by soliciting from its stockholders as promptly as practicable following proxies in favor of the approval of the Exchange, PROVIDED that Parent shall have no obligation to solicit from its stockholders proxies in favor of the approval of the Exchange from and after the date upon which the Form S-4 becomes effective (the “Parent Stockholders Meeting” and, together with the Company Stockholders Meeting, the “Required Stockholders Meetings”) for the purpose of obtaining the Parent Stockholder Approval with respect to the transactions contemplated by this Agreement and, unless it is permitted to make there shall have been a Parent Change of in Recommendation pursuant to Section 5.3, shall use its reasonable best efforts to solicit the approval of its stockholders of this Agreement by its stockholders in accordance with applicable Law. The Section 6.4.1; provided, however, Parent Board of Directors shall include continue to be obligated to convene and hold the Parent Recommendation Stockholders' Meeting in accordance with the Joint Proxy Statement/Prospectus and shall not make a Parent Change terms of Recommendation, except as and to the extent permitted by Section 5.3. In addition, the Parent shall submit to a vote of its of its stockholders at the Parent Stockholders Meeting an amendment to its 2010 Equity Compensation Plan to increase the number of shares of Parent Common Stock available for grants to be made under such plan by 2,500,000 shares, which such additional shares of Parent shall be used for future grants to be made to all eligible employees at the discretion of the Compensation Committee of the Parent’s Board of Directorsthis Agreement.