Common use of Proxy Statement; Stockholders Meeting Clause in Contracts

Proxy Statement; Stockholders Meeting. (a) Parent and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent and the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same to stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall cooperate with Parent, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger. (b) Parent will cause the Registration Statement (and Parent and the Company will cause the Proxy Statement/Prospectus, each to the extent such Party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company shall be responsible for furnishing to Parent materially true, accurate and complete information relating to the Company and holders of the Company Common Stock and Options as is required to be included therein. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement. (c) Each of Parent and the Company shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company or Parent without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (e) The Company, acting through the Company Board of Directors, shall, in accordance with applicable law and the Company’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Company Stockholder Approval”). The Company Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the Stockholders Meeting (the “Company Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3, the Company, regardless of whether the Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other party hereto and subject to such other party’s approval (which shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders or, if as of the time for which the Parent Stockholders Meeting or the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock or the Company Common Stock, as applicable, represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting. (h) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange the shares of Parent Common Stock issuable and required to be reserved for issuance in connection with the Merger, subject to official notice of issuance.

Proxy Statement; Stockholders Meeting. (a) Parent and the Company Edge shall cooperate and promptly prepare and file (i) the proxy statement relating to the Edge Stockholders’ Meeting (also constituting the prospectus in respect of shares of Parent Common Stock and Parent Preferred Stock into which Common Shares and Preferred Shares will be converted) (the “Proxy Statement/Prospectus”), to be filed by Edge with the SEC, and any amendments or supplements thereto, and (ii) the Registration Statement on Form S-4 (the “Registration Statement”) to be filed by Parent with the SEC in connection with the Merger, and the Proxy Statement/Prospectus any amendments or supplements thereto. Parent and Edge shall file cause to be filed the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereofAugust 15, 2008. Parent and the Company Edge shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company Edge will provide each other with any information which that may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company Edge will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the CompanyEdge, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same it to stockholders of Parent and/or the CompanyEdge. Parent shall use reasonable best efforts, and the Company Edge shall cooperate with Parent, to obtain any and all necessary state securities laws law or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock and Parent Preferred Stock pursuant to the Merger. (b) Parent will cause the Registration Statement (and Parent and the Company Edge will cause the Proxy Statement/Prospectus, each to the extent such Party party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company Edge shall be responsible for furnishing to Parent materially true, accurate and complete information relating to the Company Edge and holders of the Company Edge Common Stock, Edge Preferred Stock and Options as is required to be included therein. Parent shall advise the CompanyEdge, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Common Stock or Parent Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement. (c) Each of Parent and the Company Edge shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and the Company, Edge Stockholders’ Meeting or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither None of the Registration Statement nor Statement, the Proxy Statement/Prospectus nor or any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company or Parent Edge without the approval of both Parent and the CompanyEdge, which approval shall not be unreasonably withheld, delayed or conditioned; provided thatprovided, that with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the CompanyEdge, in connection with a Change in the Company Edge Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such a Change in the Company Edge Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (e) The CompanyEdge, acting through the Company Edge Board of Directors, shall, in accordance with applicable law Applicable Law and the CompanyEdge’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders the holders of Common Shares (the “Stockholders Edge Stockholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “Company Edge Stockholder Approval”). The Company Edge Board of Directors shall, subject to Section 5.3(b)) and the fiduciary duties of the Edge Board of Directors, recommend the adoption of this Agreement at the Stockholders Edge Stockholders’ Meeting (the “Company Edge Recommendation”), include such recommendation in the Proxy Statement Statement/Prospectus and use its reasonable best efforts to obtain the Company Edge Stockholder Approval. Notwithstanding anything in this Agreement to Following announcement of the contraryexecution of the Agreement, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3, the Company, regardless of whether the Edge’s Board of Directors shall use reasonable best efforts to cause Edge’s executive officers to participate in “road show-style” stockholder and analyst presentations reasonably requested by Parent or its financial advisors and undertaken prior to the Edge Stockholder’ Meeting; provided, that any such presentation shall (whether i) be in compliance with all Federal and State securities laws, and (ii) not result in the Proxy Statement/Prospectus containing an untrue statement of a material fact or not acting through omitting to state a material fact required to be stated therein or necessary to make the Special Committeestatements therein, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders light of the Company at circumstances under which they were made, not misleading, and provided, further, that (i) such meetingparticipation does not unreasonably interfere with the performance of any executive officer’s duties and the operations of Edge, (ii) out of pocket costs for such participation by Edge’s executive officers shall be borne by Parent and (iii) the form and content of such presentation with respect to any information related to Edge or its subsidiaries is mutually agreeable to Edge and Parent. (f) Concurrent with the execution of this Agreement by Parent, Parent, acting through the Parent Board of Directors, shallshall deliver to Edge irrevocable unanimous written consents, executed in accordance with applicable law Applicable Law and Parent’s certificate of incorporation and bylaws of the Parent Board of Directors (i) determining that this Agreement and the Transactions, including the Parent Restructure and issuance of Parent Common Stock and Parent Preferred Stock, are advisable and in the best interests of the Parent stockholders, (ii) approving this Agreement and (iii) resolving to recommend the issuance of shares of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.6 and the amendment of Parent’s certificate of incorporation pursuant to Section 5.14. (g) Concurrent with the execution of this Agreement by Parent, Parent shall deliver to Edge irrevocable written consents, executed in accordance with Applicable Law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting(A) adopting this Agreement and (B) approving the Transactions, including the amendment of Parent’s certificate of incorporation pursuant to Section 5.14. (gh) Notwithstanding anything to the contrary contained in this Agreement, Parent or the CompanyEdge, after consultation with the other party hereto Parent and subject to such other partyParent’s approval (which shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Stockholders Edge Stockholders’ Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders or, if as of the time for which the Parent Stockholders Meeting or the Company Stockholders Edge Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock or the Company Edge Common Stock, as applicable, represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting. (hi) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange NYSE the shares of Parent Common Stock and Parent Preferred Stock issuable and required to be reserved for issuance in connection with the Merger, subject to official notice of issuance.

Proxy Statement; Stockholders Meeting. (a) Parent and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent and the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the The Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same to the stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall cooperate with Parent, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger. (b) Parent will cause the Registration Statement (and Parent and the Company will cause the Proxy Statement/Prospectus, each to the extent such Party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company shall be responsible for furnishing to Parent materially true, accurate and complete information relating to the Company and holders of the Company Common Stock and Options as is required to be included therein. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration Statement. (c) Each of Parent and the Company shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings meeting of stockholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company or Parent without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (e) The Company, acting through the Company Board of Directors, shall, in accordance with applicable law and the Company’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Company Stockholder Approval”). The Company Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the Stockholders Meeting (the “Company Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3, the Company, regardless of whether the Company Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other party hereto and subject to such other party’s approval (which shall not be unreasonably withheld, conditioned or delayed), Company may adjourn or postpone the Parent Company Stockholders Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus or other disclosure is provided to its the Company’s stockholders to satisfy the law, including the duty of disclosure, or, if as of the time for which the Parent Stockholders Meeting or the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock or the Company Common Stock, as applicable, Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting, or to solicit additional proxies in favor of the Agreement. (h) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange the shares of Parent Common Stock issuable and required to be reserved for issuance in connection with the Merger, subject to official notice of issuance.

Proxy Statement; Stockholders Meeting. (a) Parent and Within 30 days after the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC date hereof, or as soon as reasonably practicable after following the date hereof and in any event not later than 45 days after the date hereof. Parent and execution of this Agreement, the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file with the SEC the Proxy Statement/Prospectus and the Registration Statement hereunder. Each in compliance with Section 14(a) of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same to stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall cooperate with Parent, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant to the Merger. (b) Parent will cause the Registration Statement (and Parent and the Company will cause the Proxy Statement/Prospectus, each to the extent such Party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, . The Company will cause the Proxy Statement to be mailed to the Stockholders as promptly as reasonably practicable after the SEC has completed its review thereof. Each of Parent and the Company Acquisition Sub shall be responsible for furnishing to Parent materially true, accurate and complete information relating furnish to the Company all information concerning itself and holders of its respective subsidiaries and its participation in the Company Common Stock and Options Merger as is required to may be included therein. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Common Stock issuable reasonably requested in connection with the Merger for offering and the preparation, filing and distribution of the Proxy Statement. Prior to filing or sale in mailing the Proxy Statement, the Company shall provide Parent with a reasonable opportunity to review and comment on any jurisdiction, or drafts of the Proxy Statement and related correspondence and filings and shall give due consideration to any comments received from Parent's counsel. (b) The Proxy Statement shall include the Company Recommendation, except as otherwise provided in Section 5.7 of this Agreement. (c) The Company will notify Parent and Acquisition Sub promptly following receipt of any comments from the SEC and of any request by the SEC for amendments or requests for additional information by supplements to the Proxy Statement and, will supply Parent and Acquisition Sub as promptly as practicable with copies of all correspondence with the SEC with respect to the Registration Proxy Statement. The Parent and Acquisition Sub will cooperate with the Company in preparing and filing with the SEC any necessary amendment or supplement to the Proxy Statement. (cd) Each If, at any time after the mailing of Parent the definitive Proxy Statement and the Company shall ensure that the information provided by it for inclusion in prior to obtaining Stockholder Approval, any event should occur as a result of which the Proxy Statement/Prospectus and each amendment Statement (as previously amended or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include supplemented) contains an untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading. (d) Neither the Registration Statement nor , or that otherwise should be described in an amendment or supplement to the Proxy Statement/Prospectus nor any , the Company and Parent shall promptly notify each other of the occurrence of such event and then promptly prepare, file and clear with the SEC such amendment or supplement (including and the Company shall, as may be required by incorporation by reference) thereto will be filed or disseminated the SEC, mail to the stockholders of the Company Stockholders each such amendment or Parent without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationssupplement. (e) The Company, acting through the Company Board of Directors, shall, in accordance with applicable law shall establish a record date for and the Company’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special shall cause a meeting of its stockholders (the “Stockholders Meeting”) to be duly called and held as soon as reasonably practicable following execution after the SEC has completed its review of this Agreement the Proxy Statement for the purpose of adopting by requisite vote this Agreement (voting on the “Company Stockholder Approval”). The Company Board approval of Directors shall, subject to Section 5.3(b), recommend the Merger and the adoption of this Agreement at (such meeting, the Stockholders Meeting (the “"Company Recommendation”Stockholders' Meeting"), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain . In connection with the Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3Stockholders' Meeting, the Company, regardless of whether the 's Board of Directors (whether or not acting through the Special Committeewill, if then in existence) has approvedsubject to Section 5.7, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance Merger and the adoption of this Agreement (the Parent Common Stock in connection with this Agreement"Company Recommendation"), and (ii) include such recommendation Company Recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder ApprovalStatement. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other party hereto and subject to such other party’s approval (which shall not be unreasonably withheld, conditioned or delayed), The Company may adjourn or postpone the Parent Stockholders (i) such Company Stockholders' Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus necessary information is provided to its the Company's stockholders or, if as in advance of a vote on the Merger and this Agreement; or (ii) the time for which the Parent Stockholders Meeting or the such Company Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) if there are insufficient shares of Parent Common Stock or the Company Common Stockrepresented, as applicable, represented (either in person or by proxy) , to constitute a quorum necessary to conduct the business at of such meetingCompany Stockholders' Meeting. (h) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange the shares of Parent Common Stock issuable and required to be reserved for issuance in connection with the Merger, subject to official notice of issuance.

Proxy Statement; Stockholders Meeting. (a) Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the Company holders of Parent Common Stock to consider and vote to approve the Conversion Proposal and Charter Amendment Proposal pursuant to the terms of this Agreement (collectively, the “Parent Stockholder Matters” and such meeting, the “Parent Stockholder Meeting”). The Parent Stockholder Meeting shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent and the Company shall cooperate to promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act held as promptly as practicable after filing. Parent and the Company will provide each other with any information which may be required to prepare and file date that the definitive Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, will promptly inform the other of such occurrence and cooperate in filing such amendment or supplement filed with the SEC, use reasonable best efforts to cause and in any event no later than forty-five (45) days after such amendment to become effective as promptly as possible and, if required, mail same to stockholders of Parent and/or the Companydate. Parent shall use take reasonable best efforts, and the Company shall cooperate with Parent, measures to obtain any and ensure that all necessary state securities laws or “blue sky” permits, approvals and registrations proxies solicited in connection with the issuance of Parent Common Stock pursuant Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the Merger. (b) Parent will cause contrary contained herein, if on the Registration Statement (and Parent and the Company will cause the Proxy Statement/Prospectus, each to the extent such Party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company shall be responsible for furnishing to Parent materially true, accurate and complete information relating to the Company and holders of the Company Common Stock and Options as is required to be included therein. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification date of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdictionStockholder Meeting, or any comments or requests for additional information by a date preceding the SEC with respect to date on which the Registration Statement. Parent Stockholder Meeting is scheduled, Parent reasonably believes that (ci) Each of Parent and the Company shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Registration Statement nor the Proxy Statement/Prospectus nor any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company or Parent without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement (including by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations. (e) The Company, acting through the Company Board of Directors, shall, in accordance with applicable law and the Company’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Company Stockholder Approval”). The Company Board of Directors shall, subject to Section 5.3(b), recommend the adoption of this Agreement at the Stockholders Meeting (the “Company Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Company Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3, the Company, regardless of whether the Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts receive proxies sufficient to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent whether or not a quorum would be present or (ii) it will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other party hereto and subject to such other party’s approval (which shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders or, if as of the time for which the Parent Stockholders Meeting or the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient have sufficient shares of Parent Common Stock or the Company Common Stock, as applicable, represented (either whether in person or by proxy) to constitute a quorum necessary to conduct the business at such meetingof the Parent Stockholder Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholder Meeting as long as the date of the Parent Stockholder Meeting is not postponed or adjourned more than an aggregate of thirty (30) days in connection with any postponements or adjournments. (hb) Prior to Parent agrees that (i) the Effective Time, Parent Board shall use all reasonable efforts to authorize for listing on recommend that the New York Stock Exchange the shares holders of Parent Common Stock issuable vote to approve the Parent Stockholder Matters and required shall use commercially reasonable efforts to be reserved for issuance solicit such approval within the timeframe set forth in connection with Section 6.2(a) above and (ii) the Merger, subject Proxy Statement shall include a statement to official notice of issuancethe effect that the Parent Board recommends that Parent’s stockholders vote to approve the Parent Stockholder Matters.

Proxy Statement; Stockholders Meeting. (a) Parent Dorado and the Company Redfish shall cooperate and promptly prepare the Registration Statement and the Joint Proxy Statement/Prospectus Statement and shall file the Registration Statement in which the Joint Proxy Statement/Prospectus Statement will be included as a prospectus with the SEC as soon as reasonably practicable after the date hereof and in any event not later than 45 days after the date hereof. Parent Dorado and the Company Redfish shall cooperate to respond promptly respond to any comments made by the SEC and otherwise use reasonable best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent Subject to applicable laws, Dorado and Redfish each shall, upon request by the Company will provide each other, furnish the other with any all information which concerning itself, its subsidiaries, directors, officers and stockholders and such other matters as may be required to prepare reasonably necessary or advisable in connection with the preparation and file filing of the Joint Proxy Statement/Prospectus Statement and the Registration Statement as provided for hereunder. Each of Parent Dorado and Redfish agree to promptly correct any information provided by it for use in the Company will Joint Proxy Statement or the Registration Statement which shall have become false or misleading in any material respect. Each of Dorado and Redfish shall cause the Joint Proxy Statement/Prospectus Statement to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective by the SEC. If at any time prior to the Effective Time any event occurs which that is required to be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus Statement or the Registration Statement, Parent Dorado or the CompanyRedfish, as applicable, will promptly shall inform the other promptly of such occurrence and cooperate in filing such amendment or supplement with the SEC, use reasonable best efforts to cause such amendment to become effective as promptly as possible and, if required, mail same that amendment or supplement to stockholders of Parent Dorado and/or the CompanyRedfish. Parent Dorado shall use reasonable best efforts, and the Company Redfish shall cooperate with ParentDorado, to obtain any and all necessary state securities laws or “blue sky” permits, approvals and registrations necessary in connection with the issuance of Parent Dorado Common Stock pursuant to the Merger. (b) Parent will Dorado shall cause the Registration Statement (and Parent Dorado and the Company Redfish will cause the Joint Proxy Statement/Prospectus, each to the extent such Party that it provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company Redfish shall be responsible for furnishing furnish to Parent materially Dorado true, accurate and complete information in all material respects relating to the Company Redfish and holders of the Company Redfish Common Stock and Options as is required to be included therein. Parent Dorado shall advise the CompanyRedfish, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Dorado Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments comment or requests request for additional information by the SEC with respect to the Registration Statement. (c) Each of Parent Dorado and the Company Redfish shall ensure that the information provided by it for inclusion in the Joint Proxy Statement/Prospectus Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the respective meetings of stockholders of Parent Dorado and the CompanyRedfish, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effective, will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Registration Statement nor the Joint Proxy Statement/Prospectus Statement nor any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to the stockholders of the Company Redfish or Parent Dorado without the approval of both Parent Dorado and the Company, Redfish (which approval shall will not be unreasonably withheld, delayed or conditioned; provided that), but with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Joint Proxy Statement/Prospectus, this right of approval shall will apply only with respect to information relating to the other party or its business, financial condition or results of operations; and providedand, further, that the CompanyRedfish or Dorado, in connection with a Redfish Adverse Recommendation Change in or a Dorado Adverse Recommendation Change, as the Company Recommendationcase may be, may amend or supplement the Joint Proxy Statement/Prospectus Statement or Registration Statement (including by incorporation by reference) to effect such a Redfish Recommendation Change in the Company Recommendationor Dorado Adverse Recommendation Change, and in such event, this right of approval shall will apply only with respect to information relating to the other party or its business, financial condition or results of operations. (e) The CompanyRedfish, acting through the Company Redfish Board of Directors, shall, in accordance with applicable law and the CompanyRedfish’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Redfish Stockholders Meeting”) as soon promptly as reasonably practicable following execution of this Agreement after the Registration Statement is declared effective under the Securities Act for the purpose of adopting by requisite vote this Agreement (obtaining the “Company Redfish Stockholder Approval”). The Company Redfish Board of Directors shall, subject to Section 5.3(b6.3(b), recommend the adoption and approval of this Agreement at the Redfish Stockholders Meeting (the “Company Redfish Recommendation”), include such recommendation in the Joint Proxy Statement and use its reasonable best efforts to obtain the Company Redfish Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 8.1 and subject to in compliance with Section 5.36.3, the CompanyRedfish, regardless of whether the Redfish Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Acquisition Proposal for Redfish or has withdrawn, modified or amended the Redfish Recommendation, will submit this Agreement for approval by Redfish Stockholders at the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Redfish Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, after consultation with the other party hereto and subject to such other party’s approval (which shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Stockholders Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes in good faith is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders or, if as of the time for which the Parent Stockholders Meeting or the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock or the Company Common Stock, as applicable, represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting. (h) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange the shares of Parent Common Stock issuable and required to be reserved for issuance in connection with the Merger, subject to official notice of issuance.

Proxy Statement; Stockholders Meeting. (a) Parent and the Company shall cooperate and promptly prepare the Registration Statement and the Proxy Statement/Prospectus and shall file the Registration Statement in which the Proxy Statement/Prospectus will be included as a prospectus with the SEC as As soon as reasonably practicable after but in no event later than 20 Business Days (assuming the cooperation set forth in the following sentence) following the date hereof of this Agreement, INX shall prepare and file with the SEC the proxy statement relating to the INX Shareholders’ Meeting (the “Proxy Statement”). The Parent Parties will cooperate and consult with INX in any event not later than 45 days after the date hereof. preparation of the Proxy Statement and will furnish INX the information relating to each of the Parent and Parties required to be set forth in the Company shall cooperate to promptly respond to any comments made Proxy Statement by the SEC and otherwise Exchange Act. INX shall use its reasonable best efforts to cause resolve, and each party agrees to consult and cooperate with the Registration other parties in resolving, all SEC comments with respect to the Proxy Statement to be declared effective under the Securities Act as promptly as practicable after filing. Parent receipt thereof and the Company will provide each other with any information which may be required to prepare and file the Proxy Statement/Prospectus and the Registration Statement hereunder. Each of Parent and the Company will cause the Proxy Statement/Prospectus Statement in definitive form to be mailed to its respective stockholders at the earliest practicable time after the Registration Statement is declared effective cleared by the SEC and delivered to holders of Common Shares and holders of Options as promptly as reasonably practicable following filing with the SEC. . (b) If at any time prior to the Effective Time any event occurs which that is required to be set forth in an amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement, Parent or the Company, as applicable, INX will promptly inform the other Parent Parties of such occurrence and cooperate with the Parent Parties in filing preparing such amendment or supplement to be filed with the SEC, . INX shall use its reasonable best efforts to cause such amendment or supplement to become effective be filed as promptly as possible and, if required, mail same to stockholders of Parent and/or the Company. Parent shall use reasonable best efforts, and the Company shall cooperate with Parent, to obtain any and all necessary state securities laws deliver such amendment or “blue sky” permits, approvals and registrations in connection with the issuance of Parent Common Stock pursuant supplement to the Merger. (b) Parent will cause the Registration Statement (and Parent and the Company will cause the Proxy Statement/Prospectus, each to the extent such Party provides information to be contained therein), at the time it becomes effective under the Securities Act, to comply as to form in all material respects with the applicable provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder, and the Company shall be responsible for furnishing to Parent materially true, accurate and complete information relating to the Company and holders of the Company Common Stock and Options as is required to be included therein. Parent shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective under the Securities Act, the issuance of any stop order with respect to the Registration Statement, the suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any comments or requests for additional information by the SEC with respect to the Registration StatementShares. (c) Each of the Parent Parties and the Company INX shall ensure that the information provided by it for inclusion in the Proxy Statement/Prospectus Statement and each amendment or supplement thereto, at the time of mailing delivery thereof and at the time of the respective meetings of stockholders of Parent and the Company, or, in the case of information provided by it for inclusion in the Registration Statement or any amendment or supplement thereto, at the time it becomes effectiveINX Shareholders’ Meeting, will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (d) Neither the Registration Statement nor INX will not file the Proxy Statement/Prospectus nor Statement and any amendment or supplement (including by incorporation by reference) thereto will be filed or disseminated to with the stockholders of SEC without providing the Company or Parent without the approval of both Parent and the Company, which approval shall not be unreasonably withheld, delayed or conditioned; provided that, with respect to documents filed by a party hereto that are incorporated by reference in the Registration Statement or Proxy Statement/Prospectus, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations; and provided, further, that the Company, in connection Parties with a Change in the Company Recommendation, may amend or supplement the Proxy Statement/Prospectus or Registration Statement reasonable opportunity to review and comment thereon (including which comments shall be given due consideration by incorporation by reference) to effect such a Change in the Company Recommendation, and in such event, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operationsINX). (e) The CompanyINX, acting through the Company INX Board of Directors, shall, in accordance with applicable law Applicable Law and the CompanyINX’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders the holders of Common Shares (the “Stockholders INX Shareholders’ Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of the holders of Common Shares adopting by requisite vote this Agreement (the “Company Stockholder INX Shareholder Approval”). The Company INX Board of Directors shall, subject to Section 5.3(b5.3(c), recommend the adoption of this Agreement at the Stockholders INX Shareholders’ Meeting (the “Company INX Recommendation”), include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Company Stockholder INX Shareholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1 and subject to compliance with Section 5.3, the Company, regardless of whether the Board of Directors (whether or not acting through the Special Committee, if then in existence) has approved, endorsed or recommended an Alternative Proposal or has withdrawn, modified or amended the Recommendation, will submit this Agreement for approval by the stockholders of the Company at such meeting. (f) Parent, acting through the Parent Board of Directors, shall, in accordance with applicable law and Parent’s certificate of incorporation and bylaws, duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the “Parent Stockholders Meeting”) as soon as reasonably practicable following execution of this Agreement for the purpose of adopting by requisite vote this Agreement (the “Parent Stockholder Approval”). The Parent Board of Directors shall recommend the approval of the issuance of the Parent Common Stock in connection with this Agreement, include such recommendation in the Proxy Statement and use its reasonable best efforts to obtain the Parent Stockholder Approval. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Section 7.1, Parent will submit this Agreement for approval by the stockholders of Parent at such meeting. (g) Notwithstanding anything to the contrary contained in this Agreement, Parent or the CompanyINX, after consultation with the other party hereto Parent and subject to such other party’s the approval of the Parent Parties (which approval shall not be unreasonably withheld, conditioned or delayed), may adjourn or postpone the Parent Stockholders INX Shareholders’ Meeting or the Company Stockholders Meeting, as applicable, to the extent it believes if (i) INX determines in good faith that additional time is necessary to ensure that any required supplement or amendment to the Proxy Statement/Prospectus Statement is provided properly delivered to its stockholders orthe holders of Common Shares, if (ii) as of the time for which the Parent Stockholders Meeting or the Company Stockholders INX Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock or the Company Common Stock, as applicable, Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting. , or (hiii) Prior to the Effective Time, Parent shall use all reasonable efforts to authorize for listing on the New York Stock Exchange the shares of Parent Common Stock issuable and required reasonably determined by INX to be reserved for issuance in connection with the Merger, subject to official notice of issuancerequired under Applicable Law.