Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the Company, acting through the Company Board, shall, and Parent shall cause the Company to, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the “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 (A) 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 (B) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation that shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard of Directors under applicable law as advised by independent counsel, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will shall vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement.

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 Company BoardBoard of Directors of the Company, 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 “Special "Company Shareholders 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company BoardSection 5.02, 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 Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent Crane agrees that it will vote, or cause to be voted, all of the shares of Company Common Shares Stock 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, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) use its best efforts to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will shall vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the Company, acting through the The Company Board, shall, and Parent shall cause the Company to, take all actions in accordance with applicable Law: (i) , 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 “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 (A) 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 (B) to obtain the necessary approvals adoption of the Merger and this Agreement by its shareholders; (iii) subject to as soon as practicable following the fiduciary duties of the date hereof. The Company Board, shall include in the Proxy Statement the Company Recommendation that shareholders recommendation of the Company Board that the Company shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; and , 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, (ivx) include 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 Statement), there are insufficient Shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the opinion business of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a)the Special Meeting. (b) Parent agrees that it will shall vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser Merger Sub or any of its other subsidiaries Subsidiaries and Affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will shall vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the Company, acting through the Company its Board, shall, and Parent shall cause the Company to, in accordance with applicable Law, 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 (the “Special Meeting”) as promptly soon as practicable following the Acceptance Date (or if Purchaser has provided for a subsequent offering period after consummation of the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 best efforts to (Ai) 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, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy statement 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 (Bii) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; (iii) subject to the fiduciary duties of . Parent will provide the Company Board, include with the information concerning Parent and Purchaser required to be included in the Proxy Statement the Company Recommendation that shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it and will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser it or any of its other subsidiaries Subsidiaries in favor of the approval of the Merger and adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 sharehold ers (the “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 reason able efforts (Ax) to obtain and furnish the information informa tion required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation con sultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary prelim inary proxy or information statement and cause a definitive proxy or information statement (the “"Proxy Statement”") to be mailed to its shareholders and (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as advised by independent counsel, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affil iates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company 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 “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment of and payment for Common Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 best efforts (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company BoardSection 1.2(a), include in the Proxy Statement the recommendation of the Company Recommendation Board that shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. SSB referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Board, shall, and Parent shall cause the Company to, in accordance with applicable Lawlaw and the Company's Articles of Incorporation and By-laws: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment of and payment for Common Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) Amended 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 best efforts (Ax) 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 (By) subject to the fiduciary duties of the Company Board under applicable law, to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as provided in Section 1.02(a), include in the Proxy Statement the recommendation of the Company Recommendation Board that shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, shall, and Parent shall cause the Company to, in accordance with applicable Law: law: (ia) duly call, give notice of, convene and hold a special meeting of its shareholders (the “"Special Meeting”") as promptly soon 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 execution of such subsequent offering period) for the purpose 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 best efforts (Ax) 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 ParentBaxter, 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; ; and (iiic) subject to the fiduciary duties of the Company Board, include in the Company Proxy Statement Statement/Prospectus (x) a summary of the Company Recommendation plan of merger contemplated by the Agreement and (y) the recommendation of the Board of Directors that the shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this AgreementAgreement unless the 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 Board of Directors communicates the basis for such determination in the Company Proxy Statement/ Prospectus.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as advised by independent counsel, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) 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 Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement.

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 law in order to consummate the Merger, the Company, acting through the Company Board, shall, and Parent shall cause the Company to, 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 “Special Meeting”"SPECIAL MEETING") as promptly as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (A) 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 any preliminary proxy statement Proxy Statement and cause a definitive proxy statement (the “Proxy Statement”) Statement to be mailed to its shareholders and (B) to obtain the necessary approvals approval of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as advised by outside legal counsel, include in the Proxy Statement the recommendation of the Company Recommendation Board that shareholders of the Company vote in favor of the approval and adoption of the Merger and of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it 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 Common Shares then owned by it, the Purchaser or any of its other their subsidiaries and affiliates in favor of the approval of the Merger and of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as advised by independent counsel, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, shall, and Parent shall cause the Company to, in accordance with applicable Lawlaw and subject to the fiduciary duties of the Board of Directors: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the “"Special Meeting”") as promptly as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation recommendation of the Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will shall vote, or cause to be voted, all of the Common 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.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 reason able efforts (Ax) 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 (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obligations of the Company BoardBoard under applicable law as advised by independent counsel, include in the Proxy Statement the Company Recommendation recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affil- iates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law law in order to consummate the Merger, the Company, acting through the Company Boardits Board of Directors, 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 “"Special Meeting”") as promptly soon as practicable following the Acceptance Date (or if acceptance for payment and purchase of Shares by the Purchaser has provided for a subsequent offering period after pursuant to the Expiration Date in accordance with Section 1.1(b), as promptly as practicable following the expiration of such subsequent offering period) 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 best efforts (Ax) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation con sultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary prelim inary proxy or information statement and cause a definitive proxy or information statement (the “"Proxy Statement”") to be mailed to its shareholders and (By) to obtain the necessary approvals of the Merger and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties obliga tions of the Company BoardBoard under applicable law as advised by independent counsel, include in the Proxy Statement State ment the Company Recommendation recommendation of the Board that shareholders sharehold ers of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries and affil iates in favor of the approval of the Merger and the adoption of this Agreement.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the The Company, acting through the Company Boardits Board of Directors, shall, and Parent shall cause the Company to, in accordance with applicable Lawlaw: (i) duly call, give notice of, convene and hold a special an annual meeting of its shareholders (the “Special "Annual 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 the approval of the Merger and the Charter Amendment and the adoption of this Agreement; (ii) prepare and file with the SEC Securities and Exchange Commission (the "SEC") a preliminary proxy or information statement relating to the Merger, the Charter Amendment and this Agreement, Agreement and use its reasonable best efforts (Ax) 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 (By) to obtain the necessary approvals of the Merger Merger, the Charter Amendment and this Agreement by its shareholders;; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the Company Recommendation recommendation of the Board of Directors that shareholders of the Company vote in favor of the approval of the Merger and the Charter Amendment and the adoption of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will shall vote, or cause to be voted, all of the shares of Common Shares Stock 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.

Shareholders Meeting. (a) If required by applicable Law in order to consummate the Merger, the The Company, acting through the Company Boardits Board of Directors, shall, and Parent shall cause the Company to, in accordance with applicable Lawlaw: (i) duly A. Duly call, give notice of, convene and hold a special meeting of its shareholders (the “Special "Shareholders' Meeting”") as promptly soon 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 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 best efforts (A) 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 (B) to obtain the necessary approvals of adopting the Merger and this the Merger Agreement by its shareholders; (iii) subject to and the fiduciary duties transactions contemplated hereby and thereby; B. Require no greater than the minimum vote of the Company BoardStock required by applicable law in order to approve the Merger and the Merger Agreement; C. Unless the Board of Directors of the Company is advised by counsel that the fiduciary duty owed by the directors to the 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 Recommendation that the shareholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Proxy Statement the opinion of Xxxxxxx, Xxxxx & Co. referred to in Section 1.2(a). (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of the Merger and the Merger Agreement; and D. Cause the Shareholder Information to be mailed to the shareholders of this Agreementthe Company as soon as practicable, and use its best efforts to 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 vote at the 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 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."