Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the Company, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and this Agreement. (b) Crane agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then owned by it, the Purchaser or any of its other Subsidiaries in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as promptly as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and and, after consultation with Parent, file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Board of Directors under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane agrees that it will Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the CompanyCompany Board, shall, and Parent shall cause the Company to, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders “Special Meeting"”) as promptly as practicable following the Acceptance Date (or if Purchaser has provided for a subsequent offering period after the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the "“Proxy Statement"”) to be mailed to its shareholders and (yB) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and; (iii) subject to Section 5.02the fiduciary duties of the Company Board, include in the Proxy Statement the recommendation of the Board of Directors of the Company Recommendation that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; and (iv) include in the Proxy Statement the opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. referred to in Section 1.2(a). (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the Companyits Board, shall, in accordance with applicable lawLaw, its Amended and Restated Articles of Incorporation and its By-laws: (ia) duly call, give notice of, convene and hold a special meeting of its shareholders (as soon as practicable following the "Company Shareholders Meeting") consummation of the Offer for the purpose of considering and taking action upon this AgreementAgreement (the "SHAREHOLDERS' MEETING"); (iib) prepare and file with subject to its fiduciary duties under applicable Laws as advised as to legal matters by counsel, include in the SEC a preliminary proxy statement relating or information statement prepared by the Company for distribution to this Agreement, and shareholders of the Company in advance of the Shareholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "PROXY STATEMENT") the recommendation of its Board referred to in Section 1.2 hereof; and (c) use its reasonable efforts to (xi) to obtain and furnish the information required to be included by the SEC it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause a definitive proxy statement (the "Proxy Statement") Statement to be mailed to its shareholders following the consummation of the Offer and (yii) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject . Parent will provide the Company with the information concerning Parent and Purchaser required to Section 5.02, include be included in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and this Agreement. (b) Crane agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then Shares owned by it, the Purchaser it or any of its other Subsidiaries in favor of the approval of the Merger and adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as promptly as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) use its best efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane agrees that it will Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of The Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the Company, shall, shall take all actions in accordance with applicable law: (i) Law, its constituent documents and the rules of the New York Stock Exchange to duly call, give notice of, convene and hold a special meeting of its the Company’s shareholders (including any adjournment or postponement thereof, the "Company Shareholders “Special Meeting"”) for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals adoption of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02, as soon as practicable following the date hereof. The Company shall include in the Proxy Statement the recommendation of the Company Board of Directors of that the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with Section 5.2. Notwithstanding anything to the contrary contained in this Agreement, (x) the Company in its sole discretion may adjourn or postpone the Special Meeting after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company within a reasonable amount of time in advance of the Special Meeting, and (y) the Company shall adjourn or postpone the Special Meeting if, as of the time for which the Special Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting. (b) Crane agrees that it will Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser Merger Sub or any of its other Subsidiaries and Affiliates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as promptly as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane agrees that it will Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as promptly as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its shareholders shareholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to the provisions of Section 5.025.4(b), include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane agrees that it will Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders sharehold ers (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable reason able efforts (x) to obtain and furnish the information informa tion required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after con sultation with Parent, to respond promptly to any comments made by the SEC with respect to the prelim inary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Board under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affil iates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the The Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly A. Duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Shareholders' Meeting") as soon as practicable for the purpose purposes of considering approving and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of adopting the Merger and this the Merger Agreement and the transactions contemplated hereby and thereby; B. Require no greater than the minimum vote of the Company Stock required by its shareholdersapplicable law in order to approve the Merger and the Merger Agreement; and (iii) subject C. Unless the Board of Directors of the Company is advised by counsel that the fiduciary duty owed by the directors to Section 5.02the shareholders requires otherwise, include in the Proxy Statement Shareholder Information (defined in Section 1.06(D)) the recommendation of the Board of Directors of the Company that the shareholders of the Company vote in favor of the approval and adoption of the Merger and this the Merger Agreement. (b) Crane agrees that it will vote, or cause ; and D. Cause the Shareholder Information to be voted, all mailed to the shareholders of the shares of Company Common Stock then owned by itas soon as practicable, the Purchaser or any of its other Subsidiaries in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause obtain the approval and adoption of the Merger and the Merger Agreement by shareholders holding at least the minimum number of shares of the Company Stock entitled to take vote at the actions set forth Shareholders' Meeting necessary to approve the Merger and the Merger Agreement under applicable law. The letter to shareholders, notice of meeting, summary of the plan of merger and form of proxy, if any, to be distributed to shareholders in Section 1.11(a)connection with the Merger and the Merger Agreement shall be in form and substance reasonably satisfactory to Purchaser and are collectively referred to herein as the "Shareholder Information."

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: : (ia) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") for as soon as practicable following the purpose execution of considering and taking action upon this Agreement; , such notice shall indicate that one of the purposes of the Special Meeting is to consider the Merger; (iib) prepare and file with the SEC Securities and Exchange Commission (the "SEC") a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Company Proxy Statement (as hereinafter defined) Statement/ Prospectus and, after consultation with Baxter, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Company Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and and (iiic) subject to Section 5.02, include in the Company Proxy Statement Statement/Prospectus (x) a summary of the plan of merger contemplated by the Agreement and (y) the recommendation of the Board of Directors of that the Company that shareholders of the Company vote in favor of the approval of the Merger and this Agreement. (b) Crane agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then owned by it, the Purchaser or any of its other Subsidiaries in favor of the approval of the Merger and adoption of this Agreement. Following Agreement unless the consummation Board of Directors determines after consultation with independent counsel that because of a conflict of interest or other special circumstances it should make no recommendation and the Offer, if required by applicable law Board of Directors communicates the basis for such determination in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a)Proxy Statement/ Prospectus.

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the CompanyCompany Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.021.2(a), include in the Proxy Statement the recommendation of the Company Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and this Agreement; and (iv) include in the Proxy Statement the opinion of SSB referred to in Section 1.2(a). (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Board under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane Parent agrees that it will provide the Company with the information concerning Parent and the Purchaser required to be included in the Proxy Statement and will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this AgreementAgree ment; (ii) prepare and file with the SEC a preliminary pre liminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after con sultation with Parent, to respond promptly to any comments made by the SEC with respect to the prelim inary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obliga tions of the Board under applicable law as advised by independent counsel, include in the Proxy Statement State ment the recommendation of the Board of Directors of the Company that shareholders sharehold ers of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affil iates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Board under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the its Board of Directors of the CompanyDirectors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Special Meeting") as soon as practicable following the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement, Agreement and use its reasonable reason able efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Board under applicable law as advised by independent counsel, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement. (b) Crane Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries subsidiaries and affil- iates in favor of the approval of the Merger and the adoption of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. (a) If Purchaser is unable to utilize the provisions of Section 1110 of the CCC, then as soon as practicable following the consummation of the Offer and if required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the CompanyCompany Board, shall, in accordance with applicable lawlaw and its Articles of Incorporation and By-laws,: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders MeetingSPECIAL MEETING") as promptly as practicable following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer for the purpose of considering and taking action upon the Merger and this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to this Agreementthe Special Meeting (together with any amendments thereto or supplements thereof, the "PROXY STATEMENT") and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to any preliminary Proxy Statement and cause a definitive proxy statement (the "Proxy Statement") Statement to be mailed to its shareholders and (yB) to obtain the necessary approvals approval of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02the fiduciary obligations of the Company Board under applicable law as advised by outside legal counsel, include in the Proxy Statement the recommendation of the Company Board of Directors of the Company that shareholders of the Company vote in favor of the approval and adoption of the Merger and of this Agreement. (b) Crane agrees that it Parent will provide Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the shares of Company Common Stock Shares then owned by it, the Purchaser or any of its other Subsidiaries their subsidiaries and affiliates in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).