Common use of Special Meeting Clause in Contracts

Special Meeting. (a) The Company shall call a special meeting of Company Stockholders to be held to vote in favor of the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger. (b) The Company shall comply with all applicable provisions of the DGCL in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall include in any proxy materials the recommendation of its Board of Directors that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use its best efforts to obtain the Requisite Stockholder Approval.

Special Meeting. (a) The No later than September 30, 1999, the Company shall call hold a special meeting of Company Stockholders Shareholders to be held to vote in favor of the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL CGCL and shall solicit proxies from its stockholders shareholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company StockholdersShareholders, the Company may circulate for execution a written consent of stockholders shareholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger. (b) The Company will send the Shareholder Materials to the shareholders of the Company, in a timely manner, for the purposes of considering approval of the Merger, either at the Company Special Meeting or by their execution of a written consent. The Company and the Buyer each will promptly provide all information relating to its respective business or operations necessary for inclusion in the Shareholder Materials to satisfy all requirements of applicable state and federal securities laws. The Company and the Buyer will not provide or publish to the Company Shareholders any material concerning them or their Affiliates that violates the Securities Act or the Exchange Act with respect to the transactions contemplated hereby. The Company shall comply with all applicable provisions of the DGCL CGCL in the preparation, filing and distribution of any proxy shareholder materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall include in any proxy materials Shareholder Materials the recommendation of its Board of Directors that the Company Stockholders Shareholders vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use its best efforts to obtain the Requisite Stockholder Shareholder Approval. (d) The Buyer shall vote the proxies solicited at the Company Special Meeting from the Company Shareholders in favor of the adoption of this Agreement and the approval of the Merger.

Special Meeting. (ai) The In the event the Company receives an Offer from any Offeror, the Board of Directors of the Company shall call a special meeting of Company Stockholders to be held to vote in favor of stockholders (the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") for the purpose of voting on a precatory resolution requesting the Board of Directors to redeem the Rights (the "Resolution"). The Special Meeting shall be held on a date selected by the Board of Directors, which date shall be not less than 90 and not more than 120 days after the later of (A) the date such Offer is received by the Company (the "Offer Date") and (B) the date of any previously scheduled meeting of stockholders to be held within 60 days after the Offer Date; PROVIDED, HOWEVER, that if (x) such other meeting shall have been called for the purpose of voting on a precatory resolution with respect to another Offer and (y) the Offer Date shall be not later than fifteen days after the date such other Offer was received by the Company, then both the Resolution and such other resolution shall be voted on at such meeting and such meeting shall be deemed to be the Special Meeting. The Board of Directors shall set a date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting in accordance with the DGCL Company's Articles of Incorporation and By-laws and with applicable law. At the Offeror's request, the Company shall solicit proxies include in any proxy soliciting material prepared by it in connection with the Special Meeting proxy soliciting material submitted by the Offeror; PROVIDED, HOWEVER, that the Offeror shall by written agreement with the Company contained in or delivered with such request have indemnified the Company against any and all liabilities resulting from its stockholders any misstatements, misleading statements and omissions contained in the Offeror's proxy soliciting material and have agreed to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. Notwithstanding the foregoing, no Special Meeting shall be held from and after such time as any Person becomes an Acquiring Person or an Adverse Person, and any Special Meeting scheduled prior to such time and not theretofore held shall be cancelled. (ii) If at the Special Meeting the Resolution receives the affirmative vote in favor of a majority of the adoption shares of this Agreement and the approval Voting Stock outstanding as of the Merger record date of the Special Meeting, then all of the Rights shall be redeemed by such stockholder action at the Company Redemption Price, effective immediately prior to the consummation of any tender offer (provided that such tender offer is consummated prior to 60 days after the date of the Special Meeting. In lieu ) pursuant to which any Person offers to purchase all of the shares of Voting Stock held by Persons other than such Person and its Affiliates at a price per share in cash equal to or greater than the price contained in the Resolution approved at the Special Meeting; PROVIDED, HOWEVER, that the Rights shall not be redeemed at any time from and after such time as any Person becomes an Acquiring Person or an Adverse Person. (iii) Nothing contained in this subsection (b) shall be deemed to be in derogation of the obligation of the Board of Directors of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger. (b) The Company shall comply with all applicable provisions of the DGCL in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meetingexercise its fiduciary duty. Without limiting the foregoing, the Company nothing contained herein shall ensure be construed to suggest or imply that the proxy materials do notBoard of Directors shall not be entitled to reject any Offer, as or to recommend that holders of shares of Common Stock reject any tender offer, or to take any other action (including, without limitation the date on which it is distributed commencement, prosecution, defense or settlement of any litigation and the submission of additional or alternative Offers or other proposals to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to any Offer or any tender offer that the sale Board of Directors believes is necessary or appropriate to the Merger Shares by exercise of such fiduciary duty. (iv) Nothing in this subsection (b) shall be construed as limiting or prohibiting the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does notor any Offeror from proposing or engaging in any acquisition, as disposition or other transfer of its effective date, contain an untrue statement any securities of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any merger or consolidation involving the Company, any sale or other information furnished transfer of assets of the Company, any liquidation, dissolution or winding-up of the Company, or any other action by the Company in writing for inclusion in the Registration Statementor such Offeror; PROVIDED, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The CompanyHOWEVER, acting through its Board of Directors, shall include in any proxy materials the recommendation of its Board of Directors that the Company Stockholders vote holders of Rights shall have the rights set forth in favor of the adoption of this Agreement and the approval of the Mergerwith respect to any such acquisition, and shall otherwise use its best efforts to obtain the Requisite Stockholder Approvaldisposition, transfer, merger, consolidation, sale, liquidation, dissolution, winding-up, business combination, transaction or action.

Special Meeting. (a) The Company shall call Company, acting through its Board of Directors, shall, in accordance with applicable law, as promptly as practicable following the execution of this Agreement: (i) duly call, give notice of, convene and hold a special meeting of its stockholders for the purpose of considering and taking action upon adoption of this Agreement (the "Special Meeting"). Notwithstanding the foregoing, if prior to the scheduled date of the Special Meeting the Special Committee determines that it has received an Acquisition Proposal that constitutes a Superior Proposal, then the Company Stockholders may postpone the Special Meeting for up to thirty (30) Business Days; (ii) prepare and file with the SEC a preliminary form of the Proxy Statement and a Schedule 13E-3 relating to the Merger and this Agreement (which Proxy Statement and Schedule 13E-3 shall include all information concerning the Company and the Purchaser required to be held set forth therein pursuant to the Exchange Act) and use commercially reasonable efforts to obtain and furnish the information required by the SEC to be included in the Proxy Statement and the Schedule 13E-3 and, after consultation with the Purchaser, to respond promptly to any comments made by the SEC with respect to the preliminary Proxy Statement and the Schedule 13E-3; (iii) file a definitive form of the Proxy Statement and any amendments or supplements to the Schedule 13E-3 reflecting compliance with comments and requests of the SEC in accordance with the Exchange Act as the Company shall deem appropriate after consultation with the Purchaser; (iv) as promptly as practicable after the Proxy Statement and the Schedule 13E-3 have been cleared by the SEC, cause a definitive Proxy Statement, including any amendment or supplement thereto, to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement and the Schedule 13E-3 will be made by the Company without consultation with the Purchaser and its counsel and shall include therein (A) the recommendation of the Company's Board of Directors that the stockholders of the Company vote in favor of the adoption of this Agreement Agreement, except as may be otherwise required for the Company's Board of Directors to comply with its fiduciary duties to stockholders imposed by law as advised by legal counsel, and (B) the approval Fairness Opinion; (v) use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Merger ("the Company Special Meeting") in accordance with and shall take all other action reasonably necessary to secure any vote of its stockholders required under the DGCL and its Certificate of Incorporation and By-Laws to effect the Merger. (b) Each party shall solicit proxies provide promptly to the other party all information concerning its (and its subsidiaries' and Affiliates') business, financial condition and affairs as may be necessary or reasonably required in connection with the preparation or filing of the Proxy Statement and the Schedule 13E-3 and shall otherwise cooperate and cause its representatives to cooperate with the other party's representatives in the preparation and filing of the Proxy Statement and the Schedule 13E-3. The Company and the Purchaser shall use commercially reasonable efforts to cause the Proxy Statement and the Schedule 13E-3 to be completed as soon as practicable and to distribute copies of the Proxy Statement to the stockholders of the Company. After the execution of this Agreement and prior to the mailing of the Proxy Statement, and thereafter until the Closing Date, the Company and the Purchaser shall promptly advise each other of any facts or information which should be set forth in an amendment or supplement to the Proxy Statement or the Schedule 13E-3. (c) Each of the Company and the Purchaser shall consult and confer with the other and the other's counsel regarding the Proxy Statement and the Schedule 13E-3 and each shall have the opportunity to comment on the Proxy Statement and the Schedule 13E-3 and any amendments and supplements thereto before the Proxy Statement and the Schedule 13E-3, and any amendments or supplements thereto, are filed with the SEC and before the Proxy Statement is mailed to Company stockholders. Company shall and shall cause its counsel to provide a draft of the Proxy Statement and the Schedule 13E-3 to the counsel for the Purchaser within five (5) Business Days from the execution of this Agreement. Purchaser shall and shall cause its stockholders counsel to vote provide comments on the Proxy Statement and the Schedule 13E-3 to the counsel for the Company within five (5) Business Days of receipt of the draft Proxy Statement and Schedule 13E-3 from Company counsel. Each of the Company and the Purchaser will provide to the other copies of all correspondence between it (or its advisors) and the SEC relating to the Proxy Statement and the Schedule 13E-3. The Company and the Purchaser agree that all telephonic calls and meetings with the SEC regarding the Proxy Statement and the Schedule 13E-3 and the Transactions shall include representatives of each of the Company and the Purchaser. (d) At the Special Meeting, the Purchaser shall vote, or cause to be voted, all shares of Company Common Stock owned beneficially or of record by the Purchaser or any Subsidiary or Affiliate of the Purchaser in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the MergerAgreement. (be) The Company shall comply with all applicable provisions covenants that, except for information supplied or to be supplied by or on behalf of the DGCL Purchaser, all information in (a) the Schedule 13E-3, and (b) the Proxy Statement will not, in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding case of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, Schedule 13E-3 and each amendment or supplement thereto as of the date on which it is distributed to Company Stockholders, thereof and as of the date Effective Time, and in the case of the Company Proxy Statement, either at the date mailed to the Company's stockholders or at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading. The Company covenants that each of the Proxy Statement and the Schedule 13E-3, except for information supplied or to be supplied by or on behalf of the Purchaser, will comply in all material respects with all applicable provisions of the Exchange Act. (provided f) The Purchaser covenants that the Buyer shall not information supplied or to be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company supplied in writing by or on behalf of the Purchaser for inclusion in the Registration Proxy Statement or in the Schedule 13E-3, will not, in the case of the Schedule 13E-3 and each amendment or supplement thereto as of the date thereof and as of the Effective Time, and in the case of the Proxy Statement, either at the date mailed to the Company's stockholders or at the Company Stockholders)time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall include in any proxy materials the recommendation of its Board of Directors Purchaser covenants that the Company Stockholders vote Proxy Statement and the Schedule 13E-3, as to information supplied or to be supplied in favor writing by or on behalf of the adoption of this Agreement and the approval Purchaser, will comply in all material respects with all applicable provisions of the Merger, and shall otherwise use its best efforts to obtain the Requisite Stockholder ApprovalExchange Act.

Special Meeting. (a) The Company shall call a special meeting of Company Stockholders to be held to vote in favor of shall, as promptly as reasonably practicable following the adoption date of this Agreement Agreement, establish a record date for, duly call, give notice of, convene and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu hold a meeting of the Company calling a Stockholders (the “Special Meeting Meeting”) for the purpose of obtaining the Company StockholdersRequisite Stockholder Approval, the Company may circulate for execution a written consent of stockholders in lieu of special meetingand shall use its reasonable best efforts to cause such meeting to occur as soon as reasonably practicable; provided, however, nothing herein shall prevent the Company from postponing or adjourning the Special Meeting if (i) there are insufficient Shares present or represented by a proxy at the Special Meeting to conduct business at the Special Meeting, (ii) the Company is required to postpone or adjourn the Special Meeting by applicable Law or Order, or (iii) the Company Board shall have determined in good faith (after consultation with outside legal counsel) that it is legally necessary to postpone or adjourn the Special Meeting, including in order to give the Company Stockholders sufficient time to evaluate any new information or disclosure that the Company shall obtain has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the consent SEC or otherwise (including in connection with a Recommendation Change). In any of the holders of no fewer than 90% foregoing cases, the outstanding shares of Common Stock applicable postponement or adjournment shall continue only for that period that is reasonably necessary in the circumstances and Preferred Stock entitled to vote on the Merger. (b) The Company shall comply with all applicable provisions of use reasonable best efforts to cause the DGCL in the preparationSpecial Meeting to be resumed or rescheduled, filing and distribution of any proxy materialswhere applicable, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meetingas soon as reasonably practicable thereafter. Without limiting the foregoingExcept as specifically permitted by Section 5.02(e), the Company Board shall ensure that the proxy materials do not, as of the date on which it is distributed continue to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall include in any proxy materials the recommendation of its Board of Directors recommend that the Company Stockholders vote in favor of the adoption of the agreement of merger (as such term is used in Section 251 of the Corporation Law) contained in this Agreement and the approval of the Merger, and Company shall otherwise use its reasonable best efforts to obtain the Requisite Stockholder Approval. Unless this Agreement shall have been terminated in accordance with Section 7.01 (including, for the avoidance of doubt, Section 7.01(g)), the Company shall seek the Requisite Stockholder Approval without regard to whether the Company Board has made a Recommendation Change.

Special Meeting. Promptly after the date hereof, the Company will take all action necessary in accordance with the Delaware General Corporation Law (a“DGCL”) The Company shall call and its certificate of incorporation and bylaws to convene a special meeting of the Company’s stockholders to consider (i) adoption and approval of the Merger Agreement, approval of the Merger (the “Merger Proposal”), (ii) approval of the authorization and issuance of the shares of Preferred Stock and the Warrants, as contemplated by this Agreement (the “Preferred Stock Proposal”) and (iii) approval of the Company’s amended and restated certificate of incorporation in the form mutually agreed upon by the Company Stockholders and the Purchasers, if such amendment shall be deemed reasonably necessary to effectuate the issuance of the shares of Preferred Stock, as contemplated by this Agreement, (the “Certificate Proposal” and, together with the Preferred Stock Proposal and the Merger Proposal, the “Proposals”) (the “Special Meeting”), such Special Meeting to be held as promptly as possible, and in any event (to vote the extent permissible under applicable law) within 40 days after the declaration of effectiveness of the Registration Statement on Form S-4 to be filed by the Company pursuant to the Merger Agreement (the “S-4 Registration Statement”). The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the approval of the Merger ("Proposals and will take all other action necessary or advisable to secure the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from vote or consent of its stockholders required by Delaware Law to vote obtain such approvals. Notwithstanding anything to the contrary contained in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company StockholdersAgreement, the Company may circulate for execution a written consent of adjourn or postpone the Special Meeting to the extent necessary to ensure that any necessary supplement or amendment to the definitive proxy statement (the “Proxy Statement”) is provided to the Company’s stockholders in lieu advance of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to a vote on the Merger. (b) The Company shall comply with all applicable provisions Proposals or, if as of the DGCL time for which the Special Meeting is originally scheduled (as set forth in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding Proxy Statement) there are insufficient shares of the Company Company’s common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting. Without limiting Except as provided in Section 5.6 of the foregoingMerger Agreement, the Company shall ensure that the proxy materials do notSpecial Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Special Meeting are solicited in compliance with the DGCL and the Exchange Act, the Company’s certificate of incorporation and bylaws and all other applicable legal requirements. Except as provided in Section 5.6 of the date on which it is distributed to Company StockholdersMerger Agreement, and as the Proxy Statement shall include the unanimous recommendation of the date Board of Directors that holders of Common Stock approve the Preferred Stock Proposal, the Merger Proposal and the Certificate Proposal, if any. The Company agrees to reasonably consult with Warburg in the preparation of the Proxy Statement and shall cause the Proxy Statement and the information contained therein to comply in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall cause the Proxy Statement at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, or at the time the Special MeetingMeeting is held, not to contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein, or necessary in order to make the statements madetherein, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials)misleading. (ca) The Buyer Neither prior to nor at the Special Meeting shall comply with all applicable provisions of and rules under the Securities Act and Company put forth any matter, other than the Exchange Act and state securities laws in the offering and issuance Proposals, to holders of the Merger Shares. As soon as commercially practicable after Company’s common stock for their approval without the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale written consent of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing DatePurchasers. (d) The Company, acting through its Board of Directors, shall include in any proxy materials the recommendation of its Board of Directors that the Company Stockholders vote in favor of the adoption of this Agreement and the approval of the Merger, and shall otherwise use its best efforts to obtain the Requisite Stockholder Approval.

Special Meeting. (a) The Company shall call a special meeting of Company Stockholders to be held to vote in favor of the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger. (b) The Company shall comply with all If required by applicable provisions of the DGCL in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary Law in order to make consummate the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing DateMerger, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as promptly as practicable following the acceptance for payment and purchase of Company 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 and use its best efforts (x) to obtain and furnish the information required by the SEC to be included in the Proxy Statement (as defined below) and, after consultation with Purchaser, 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, including any amendment or supplement thereto (the “Proxy Statement”), to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Purchaser and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its stockholders; and (iii) include in any proxy materials the Proxy Statement the recommendation of its the Board of Directors that stockholders of the Company Stockholders vote in favor of the approval of the Merger and the adoption of this Agreement Agreement. (b) Parent shall vote, or cause to be voted, all of the Company Shares then owned by it or any of its subsidiaries and Affiliates in favor of the approval of the MergerMerger and the adoption of this Agreement. Purchaser shall not sell, and shall transfer, assign, encumber or otherwise use its best efforts dispose of the Company Shares acquired pursuant to obtain the Requisite Stockholder ApprovalOffer to Purchase or otherwise prior to the Special Meeting convened pursuant to this Section 2.5.

Special Meeting. (a) The Except as provided in Section 13.5, if the Acquiring Person requests, at the time of delivery of an Acquiring Person statement, and gives a written undertaking to pay the Company's expenses of a special meeting, except the expenses of opposing approval of the voting rights, within ten days after the day on which the Company receives both the request and undertaking, the Board of Directors of the Company shall call a special meeting of Company Stockholders the Shareholders, to be held to vote in favor within 50 days after receipt of the adoption Acquiring Person statement and undertaking, for the purpose of this Agreement and considering the approval of the Merger ("voting rights to be accorded the Company Special Meeting") Interests acquired or to be acquired in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Control Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the MergerInterests Acquisition. (b) The Company shall comply Board of Directors may require the Acquiring Person to give bond, with all applicable provisions of the DGCL in the preparationsufficient surety, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of to reasonably assure the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only this undertaking will be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials)satisfied. (c) The Buyer Unless the Acquiring Person agrees in writing to another date, the special meeting of Shareholders shall comply with all applicable provisions of and rules under be held within 50 days after the Securities Act day on which the Company has received both the request and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Dateundertaking. (d) The If the Acquiring Person makes a request in writing at the time of delivery of the Acquiring Person statement, the special meeting may not be held sooner than 30 days after the day on which the Company receives the Acquiring Person statement. (e) If no request is made under subsection (a) of this Section 13.4, the issue of the voting rights to be accorded the Company Interests acquired in the Control Company Interests Acquisition may, at the option of the Company, acting through its Board be presented for consideration at any meeting of Directors, shall include in any proxy materials the recommendation Shareholders. If no request is made under subsection (a) of its Board of Directors that this Section 13.4 and the Company Stockholders vote in favor proposes to present the issue of the adoption of this Agreement and voting rights to be accorded the approval Company Interests acquired in a Control Company Interests Acquisition for consideration at any meeting of the MergerShareholders, and the Company shall otherwise use its best efforts to obtain provide the Requisite Stockholder ApprovalAcquiring Person with written notice of the proposal not less than 20 days before the date on which notice of the meeting is given.

Special Meeting. (a) The Company shall call a special meeting of Company Stockholders to be held to vote in favor of the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger. (b) The Company shall comply with all If required by applicable provisions of the DGCL in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary Law in order to make consummate the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials). (c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing DateMerger, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information relating to the Company, any other information furnished by the Company in writing for inclusion in the Registration Statement, or the Company Stockholders). The Buyer shall keep the Registration Statement effective for a period of one year after the Closing Date. (d) The Company, acting through its Board of Directors, shall shall, in accordance with applicable Law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as promptly as practicable following the acceptance for payment and purchase of Company 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 and use its best efforts (x) to obtain and furnish the information required by the SEC to be included in the Proxy Statement (as defined below) and, after consultation with Purchaser, 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, including any amendment or supplement thereto (the “Proxy Statement ”), to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Purchaser and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement by its stockholders; and (iii) include in any proxy materials the Proxy Statement the recommendation of its the Board of Directors that stockholders of the Company Stockholders vote in favor of the approval of the Merger and the adoption of this Agreement Agreement. (b) Parent shall vote, or cause to be voted, all of the Company Shares then owned by it or any of its subsidiaries and Affiliates in favor of the approval of the MergerMerger and the adoption of this Agreement. Purchaser shall not sell, and shall transfer, assign, encumber or otherwise use its best efforts dispose of the Company Shares acquired pursuant to obtain the Requisite Stockholder ApprovalOffer to Purchase or otherwise prior to the Special Meeting convened pursuant to this Section 2.5.