Common use of Saturn Stockholders’ Meeting Clause in Contracts

Saturn Stockholders’ Meeting. Promptly after the Registration Statement is declared effective under the Securities Act, Saturn will take all action necessary in accordance with Delaware Law and the Saturn Charter Documents to call, hold and convene a meeting of its stockholders (the “Saturn Stockholders’ Meeting”) to consider the issuance of Saturn Common Stock in connection with the Merger (the “Stock Issuance”) and the $59,999,998.32 financing contemplated to be received by Saturn immediately prior to or simultaneously with the Effective Time (the “Financing,” and together with the approval for the Stock Issuance, the “Required Saturn Stockholder Approval”), as well as the assumption of the Nova Options in accordance with Section 1.6(e)(i) (the “Option Assumption”), to be held as promptly as practicable (and in any event within 60 days) after the declaration of effectiveness of the Registration Statement. Saturn will use all commercially reasonable efforts to hold the Saturn Stockholders’ Meeting on the same date as the Nova Stockholders’ Meeting. Saturn will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the Stock Issuance, the Option Assumption and the Financing and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Saturn may adjourn or postpone the Saturn Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its stockholders in advance of a vote on the Stock Issuance, the Option Assumption and Financing or, if as of the time for which the Saturn Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Saturn Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Saturn Stockholders’ Meeting. Saturn shall ensure that the calling, notice, convening and conduct of the Saturn Stockholders’ Meeting, and that all proxies solicited by it in connection with the Saturn Stockholders’ Meeting, are solicited and done in compliance with Delaware Law, the Saturn Charter Documents, the rules of Nasdaq and all other applicable Legal Requirements.

Saturn Stockholders’ Meeting. Promptly Saturn shall use, irrespective of whether the board of directors of Saturn has made an Adverse Recommendation Change, its reasonable best efforts to, as promptly as practicable after the Registration Statement Form S-4 is declared effective under the Securities ActAct and the Joint Proxy Statement/Prospectus is cleared by the SEC, Saturn will take all action necessary in accordance with Delaware Law applicable Law, the Saturn Charter and the Saturn Charter Documents to Bylaws duly call, give notice of, convene and hold the Saturn Stockholders Meeting for the purpose of considering and convene a meeting voting upon the adoption of this Agreement. Except during such time as an Adverse Recommendation Change is in effect in accordance with Section 5.3, to the fullest extent permitted by applicable Law, Saturn, through the board of directors of Saturn, shall (i) recommend to its stockholders that they adopt this Agreement (the “Saturn Stockholders’ Meeting”) to consider the issuance of Saturn Common Stock in connection with the Merger (the “Stock Issuance”) and the $59,999,998.32 financing contemplated to be received by Saturn immediately prior to or simultaneously with the Effective Time (the “Financing,” and together with the approval for the Stock Issuance, the “Required Saturn Stockholder ApprovalRecommendation”), as well as (ii) include such recommendation in the assumption of the Nova Options in accordance with Section 1.6(e)(iJoint Proxy Statement/Prospectus and (iii) (the “Option Assumption”), to be held as promptly as practicable (solicit and in any event within 60 days) after the declaration of effectiveness of the Registration Statement. Saturn will use all commercially its reasonable best efforts to hold obtain the Saturn Stockholders’ Meeting on the same date as the Nova Stockholders’ Meeting. Saturn will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the Stock Issuance, the Option Assumption and the Financing and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsStockholders Approval. Notwithstanding anything to the contrary contained in this Agreement, Saturn may adjourn or postpone the Saturn Stockholders’ Stockholders Meeting (A) to the extent necessary to ensure that any necessary supplement or amendment to the ProspectusJoint Proxy Statement/Proxy Statement Prospectus is provided to its Saturn’s stockholders in advance of a vote on the Stock Issuanceto adopt this Agreement, the Option Assumption and Financing or(B) if, if as of the time for which the Saturn Stockholders’ Stockholders Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) scheduled, there are insufficient shares of Saturn Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct Saturn Stockholders Meeting, (C) with the business prior written consent of such Saturn Stockholders’ Meeting. Saturn shall ensure that Xxxxxx, (D) to solicit additional proxies for the calling, notice, convening and conduct purpose of obtaining the Saturn Stockholders’ MeetingStockholders Approval, and that all proxies solicited or (E) in the event the Xxxxxx Stockholders Meeting has been adjourned or postponed by it Xxxxxx in connection accordance with Section 5.4(c), to the extent necessary to enable the Saturn Stockholders’ MeetingStockholders Meeting and the Xxxxxx Stockholders Meeting to be held on the same day as contemplated by Section 5.4(e); provided, are solicited and done in compliance with Delaware Lawthat without the prior written consent of Xxxxxx, the Saturn Charter DocumentsStockholders Meeting may not be postponed or adjourned to a date that is more than thirty (30) days after the date for which the Saturn Stockholders Meeting was originally scheduled. Saturn shall, upon the rules reasonable request of Nasdaq Xxxxxx, provide the aggregate vote tally of the proxies received with respect to the Saturn Requisite Stockholder Approvals. Saturn shall, as promptly as reasonably practicable (and all other in no event later than the tenth (10th) Business Day following the date of this Agreement) conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act with respect to the Saturn Stockholders Meeting (based on a record date that is twenty (20) Business Days following the date on which such broker search is commenced). If at any time the current record date for the Saturn Stockholders Meeting is not reasonably likely to satisfy the requirements of Saturn’s organizational documents and applicable Legal RequirementsLaw, Saturn shall, in consultation with Xxxxxx, set a new record date and shall continue to comply with the “broker search” requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.