Common use of Stockholder Approval; Preparation of Proxy Statement Clause in Contracts

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by lawlaw to consummate the Merger, the Company shallwill, as promptly soon as practicable following the expiration consummation of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, and subject to such board's fiduciary duties under applicable law after consultation with its outside counsel, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration consummation of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 82 of the SCBCAMBCL. (b) If the Company Stockholder Approval is required by lawlaw to consummate the Merger, the Company shallwill, at Parent's request, as soon as practicable following the expiration consummation of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects, unless required by law, rule, regulation or the SEC staff, in the opinion of outside counsel; provided, that Parent shall identify its objections and fully cooperate with the Company to create a mutually satisfactory Proxy Statement. In connection with such preliminary proxy statement, Proxy Statement and any amendment or supplement thereto, Parent and Sub should promptly provide all information reasonably requested by the Company. (c) Following the purchase of Shares, if any, pursuant to the Offer, Parent shall ensure that all such Shares purchased continue to be held by Parent, Sub, and/or a direct or indirect wholly-owned subsidiary of Parent until such time as the Merger is consummated. At the Stockholders Meeting, Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as promptly soon as practicable following the expiration consummation of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders MeetingSTOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval. If able to do so, Parent shall cause the Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to its fiduciary duties under applicable law, as determined by the Board provisions of Directors in good faith after consultation with counselSection 5.2(b), the Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Sharesshares of the Company Common Stock, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements or the Merger, except that such obligations shall terminate if this Agreement is terminated. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares shares of the Company Common Stock purchased pursuant to the Offer and all other shares of the Company Common Stock owned by Parent Sub or any other subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If Shares are purchased pursuant to the Offer and the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counselSection 7.07 hereof, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCA. DGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as promptly soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, the Agreement or the Merger. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent . The Company will not mail any Proxy Statement, or any subsidiary of amendment or supplement thereto, to which Parent to be voted in favor of the Company Stockholder Approvalreasonably objects.

Stockholder Approval; Preparation of Proxy Statement. (a) If approval of the Company Stockholder Approval Company's stockholders is required by lawapplicable law in order to consummate the Merger, other than pursuant to Section 253 of DGCL, Parent and the Company shall, as promptly soon as practicable following the expiration Appointment Time, prepare and the Company shall file with the SEC the Proxy Statement. The Company will cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Appointment Time. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the OfferProxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) If approval of the Company's stockholders is required by applicable law in order to consummate the Merger, other than pursuant to Section 253 of the DGCL, the Company shall establish, prior to or as soon as practicable following the Appointment Time, a record date (which shall be prior to or as soon as practicable following the Appointment Time for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders MeetingCOMPANY SPECIAL MEETING") for the purpose of obtaining considering the approval and adoption of this Agreement and (with the consent of Parent) such other matters as may in the reasonable judgment of the Company Stockholder Approvalbe appropriate for consideration at the Company Special Meeting. Once the Company Special Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Special Meeting (other than for the absence of a quorum) without the consent of Parent. Subject to its fiduciary duties under applicable lawthe Company's right, as determined by pursuant to Section 5.4 hereof, to withhold, withdraw, modify, change or fail to make the Recommendations, the Board of Directors of the Company shall include in good faith after consultation the Proxy Statement the Recommendations. Unless the Board of Directors of the Company shall have withheld, withdrawn, modified, changed or failed to make its Recommendations in compliance with counselSection 5.4, the Company shallshall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the Offer and the Merger. (c) The Company and Parent shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, through its Board (ii) in determining whether any action by or in respect of, or filing with, any Governmental Entity is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of Directorsthe transactions contemplated by this Agreement and (iii) in seeking any such actions, recommend consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to its stockholders that the Company Stockholder Approval be given. obtain any such actions, consents, approvals or waivers. (d) Notwithstanding the foregoingclauses (a) and (b) above, if Parent Merger Sub shall own, by virtue of the Offer or Acquisition shall acquire beneficial ownership of otherwise, at least 90% of the outstanding Sharesshares of Company Common Stock, the parties hereto shall take all necessary and appropriate action actions (including actions referred to in clause (a) above, as applicable) to cause the merger of Acquisition and the Company Merger to become effective effective, as soon as practicable after the expiration of the Offer without a Stockholders Meeting Offer, as it may be extended in accordance with the short form merger provisions requirements of Section 1.1(a) hereof, without a meeting of stockholders of the SCBCA. (b) If the Company Stockholder Approval is required by lawCompany, the Company shall, as soon as practicable following the expiration in accordance with Section 253 of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplementDGCL. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of DirectorsDirectors (but subject to the right of its Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares and at least 90% of the outstanding Class B Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 14-2-1104 of the SCBCAGBCC. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the The Company Stockholder Approval is required by law, the Company shallwill, as promptly soon as practicable following the expiration consummation of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining approving and adopting this Agreement and the Merger and approving related matters, unless the DGCL does not require a vote of stockholders of the Company Stockholder Approvalfor the consummation of the Merger. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement and the Merger, except to the extent that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership Board of at least 90% Directors of the outstanding Shares, Company shall have withdrawn its approval or recommendation of this Agreement or the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective Merger as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCApermitted by Section 8.2. (b) If the Company Stockholder Approval is required by applicable law, the Company shallwill, as soon as practicable following the expiration consummation of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement and all other proxy materials to be mailed to the Company's stockholders as promptly as practicablestockholders. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting approval of this Agreement and the Merger by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent Sub or any other subsidiary of Parent to be voted in favor of the Company Stockholder Approvalapproval and adoption of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the The Company Stockholder Approval is required by law, the Company shallwill, as promptly soon as practicable following the expiration execution of the Offerthis Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the approving and adopting this Agreement and approving related matters. The Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shallwill, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement, except to the extent that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership Board of at least 90% Directors of the outstanding Shares, Company shall have withdrawn its approval or recommendation of this Agreement or the parties shall take all necessary and appropriate action Merger solely to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCAextent permitted by Section 8.2(b). (b) If the The Company Stockholder Approval is required by law, the Company shallwill, as soon as practicable following the expiration execution of the Offerthis Agreement, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablestockholders. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably and timely objects. (c) The Company shall cooperate with Parent agrees with respect to cause all Shares owned setting a record date for any necessary vote of stockholders regarding the Merger and will set such date as and when requested by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder ApprovalParent.

Stockholder Approval; Preparation of Proxy Statement. (a) If approval of the Merger by stockholders of the Company (the "Company Stockholder Approval Approval") is required by law, the Company shall, at Parent's request, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject The Stockholders Meeting shall be held as soon as practicable following the purchase of Shares pursuant to the Offer. The Company shall, through its fiduciary Board of Directors, but subject to the duties of its Board of Directors under applicable law, law as determined by the Board of Directors in good faith after consultation with on the basis of the opinion of the Company's outside independent legal counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least shares entitled to cast 90% or more of all the outstanding Sharesvotes entitled to be cast on the Merger, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as reasonably practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 3-106 of the SCBCAMGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the -29- preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent agrees to cause all Shares shares of the Common Stock purchased pursuant to the Offer and all other shares of capital stock of the Company entitled to vote on the Merger owned by Parent or any subsidiary Subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, as promptly soon as practicable following the expiration acceptance for payment of, and payment for, Shares by Sub pursuant to and subject to the conditions (including the Minimum Condition) of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects; provided, that Parent shall identify its objections and fully cooperate with the Company to create a mutually satisfactory Proxy Statement. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If Subject ---------------------------------------------------- to the Company Stockholder Approval is required by law, the Company shallprovisions of this Agreement, as promptly as practicable following the expiration satisfaction or waiver by Purchaser of the Offerconditions set forth in Section ------- 7.10(c), the Company will (i) duly call, give notice of, convene and hold a ------- - meeting of its stockholders (the "Stockholders Stockholder Meeting") for the purpose of ------------------- obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable lawvoting upon the Merger, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, and (ii) through its Board of Directors, -- declare the advisability of the Merger and recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If Subject to the Company Stockholder Approval is required by law, the Company shallprovisions of this Agreement, as soon promptly as practicable following the expiration satisfaction or waiver by Purchaser of the Offerconditions set forth in Section 7.10(c), the Company will, at Purchaser's request, prepare --------------- and file a preliminary Proxy Statement (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement") with the SEC and shall will use all its --------------- reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed cleared by the SEC as soon as practicable after responding to all such comments to the Company's stockholders as promptly as practicablesatisfaction of the staff. The Company shall will notify Parent Purchaser promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent Purchaser with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company agrees to notify the Purchaser a reasonable time prior to the filing or distribution of the Proxy Statement of such filing or distribution. The Company shall give Parent an the Purchaser and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in review the Proxy Statement prior to transmission its being filed with the SEC and shall give the Purchaser and its counsel (who shall provide any comments thereon as soon as practicable) the opportunity to review all amendments and supplements to the SEC Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company and the Purchaser agrees to use its staff reasonable best efforts, after consultation with the other party, to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall not transmit any such material mail the Proxy Statement to which Parent reasonably objectsthe stockholders of the Company. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Purchaser reasonably objects; provided, that -------- Purchaser shall identify its objections and fully cooperate with the Company to create a mutually satisfactory Proxy Statement. (c) Parent Notwithstanding anything to the contrary in this Agreement, without the prior written consent of Purchaser, the Company shall neither (i) call a - Stockholder Meeting for the purpose of voting on the Merger, nor (ii) file a -- Proxy Statement with the SEC or otherwise publish a Proxy Statement, unless and until each of the following conditions has been satisfied: (w) the Settlement - shall have been approved by all relevant parties and the appropriate court of competent jurisdiction in substantially the form described in the MOU; (x) the - Company shall have filed with the SEC the Company's Annual Report on Form 10-K for the Company's 1997 fiscal year, the Company's Quarterly Reports on Form 10-Q for the quarterly periods ending March 31, 1998 and June 30, 1998, respectively and, if deemed necessary by the Company's auditors, restatements of the Company's Quarterly Reports for the quarterly periods ending March 31, 1997, June 30, 1997, and September 30, 1997, which reports (the "Pending Reports") --------------- shall comply in form and substance with the Exchange Act; (y) the Company shall - be in compliance with all reporting requirements applicable to the Company under the Securities Act and the Exchange Act except such requirements, the failure of with which to comply, would not, individually or in the aggregate, have a Material Adverse Effect and (z) Purchaser shall not have determined in its - reasonable discretion that Section 2115 of the California General Corporation Law applies to the Company, the Merger or any of the transactions contemplated by the Merger Agreement and the Option Agreement. (d) The Company shall use its reasonable best efforts to obtain the Company Shareholder Approval. (e) Purchaser agrees to cause all Shares shares of Common Stock owned by Parent Purchaser or any subsidiary Subsidiary of Parent Purchaser to be voted in favor of the Company Stockholder Approvalapproval of the Merger.

Stockholder Approval; Preparation of Proxy Statement. (a) If Subject to the Company Stockholder Approval is required by lawterms and conditions of this Agreement, including Section 7.3(b), the Company shall, as promptly soon as practicable following after the expiration of Proxy Statement is cleared by the OfferSEC for mailing to the Company’s stockholders, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the "“Stockholders Meeting"”) for the purpose of obtaining the adoption of this Agreement by the Company Requisite Vote (the “Company Stockholder Approval. Subject ”); provided, however, that the Company shall not be required to hold the Stockholders Meeting if the Company Board or any committee thereof, after consultation with outside counsel, reasonably believes that holding the Stockholders Meeting would be inconsistent with its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the . The Company shall, through its the Company Board or any committee thereof, but subject to the right of Directorsthe Company Board or any committee thereof to make an Adverse Recommendation Change pursuant to Section 6.2(f)(i) or Section 6.2(f)(ii), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding given (the foregoing“Company Recommendation”) and shall include the Company Recommendation in the Proxy Statement, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Sharesand, unless there has been an Adverse Recommendation Change, the parties Company shall take all necessary and appropriate reasonable lawful action to cause solicit the merger Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the obligation of Acquisition and the Company to become effective as soon as practicable after call, give notice and hold the expiration of the Offer without a Stockholders Meeting shall not be limited or otherwise affected by an Adverse Recommendation Change unless this Agreement is terminated in accordance with the short form merger provisions of the SCBCAits terms. (b) If The Company shall prepare (with the Company Stockholder Approval is required by law, the Company shall, assistance of Parent) and file a preliminary Proxy Statement as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement date hereof with the SEC and shall use all its reasonable efforts to respond (with the assistance of Parent) to any comments of the SEC or its staff and staff, and, to the extent permitted by law, to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff; provided that the Company shall not be required to mail the Proxy Statement prior to the No-Shop Period Start Date. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representativesthe Company Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectstransactions contemplated by this Agreement. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare (with the assistance of Parent) and mail to its stockholders such an amendment or supplement. (c) , in each case to the extent required by applicable law. Parent agrees to cause all Shares owned by Parent shall cooperate with the Company in the preparation of the Proxy Statement or any subsidiary of Parent amendment or supplement thereto. Notwithstanding anything to be voted the contrary stated above, prior to filing or mailing the Proxy Statement or filing any other required filings (or, in favor each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company Stockholder Approvalshall provide Parent with an opportunity to review and comment on such document or response and shall include in such document or response comments reasonably proposed by Parent.

Stockholder Approval; Preparation of Proxy Statement. (a1) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent, Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b2) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c3) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If In the Company Stockholder Approval event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is required by lawinapplicable and unavailable to effectuate the Merger, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts the proxy or information statement to respond be sent to any comments of the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event that information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (b) In the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall promptly prepare establish, prior to or as soon as practicable following the execution and mail to delivery of this Agreement, a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Special Meeting”) for the purpose of considering the approval of the transactions contemplated by this Agreement and such an amendment other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. Subject to the Company’s right, pursuant to Section 6.3(a), to withhold, withdraw, modify, change or supplementfail to make its recommendations in favor of the transactions contemplated by this Agreement, the Company Board of Directors shall recommend that the stockholders of the Company vote in favor of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement. Unless the Company Board of Directors shall have withheld, withdrawn, modified, changed or failed to make its recommendations in favor of the transactions contemplated by this Agreement in compliance with Section 6.3(a), the Company shall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement. (c) At the Company’s Special Meeting, Parent agrees to and Purchaser shall cause all of the Shares owned by Parent or any subsidiary of Parent them to be voted in favor of the Company Stockholder Approvaladoption of this Agreement and the approval of the transactions contemplated thereby.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as promptly soon as practicable following the expiration of the OfferOffer in accordance with the terms of Section 1.1 of this Agreement, so long as permitted by law, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of DirectorsDirectors (but subject to the right of the Company's Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.2(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% or more of the outstanding Sharesshares of Company Class A Common Stock and 90% or more of the outstanding shares of Company Class B Common Stock, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as reasonably practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the OfferOffer in accordance with the terms of Section 1.1, and to the extent permitted by law, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff and staff, and, to the extent permitted by law, to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and any such correspondence prior to its filing with the SEC or dissemination to the Company's stockholders, and the Company shall not so file or disseminate any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares of the Company entitled to vote on the Merger owned by Parent or any subsidiary Subsidiary of Parent to be voted in favor of the Company Stockholder ApprovalMerger.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as promptly soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, the Agreement or the Merger. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If In the Company Stockholder Approval event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is required by lawinapplicable and unavailable to effectuate the Merger, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts the proxy or information statement to respond be sent to any comments of the Company’s stockholders in connection with the Company Special Meeting (the “Proxy Statement”). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event that information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (b) In the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall promptly prepare establish, prior to or as soon as practicable following the execution and mail to delivery of this Agreement, a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Special Meeting”) for the purpose of considering the approval of the transactions contemplated by this Agreement and such an amendment other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. Subject to the Company’s right, pursuant to Section 6.3(b), to withhold, withdraw, modify, change or supplementfail to make its recommendations in favor of the transactions contemplated by this Agreement, the Company’s Board of Directors shall recommend that the stockholders of the Company vote in favor of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement. Unless the Company’s Board of Directors shall have withheld, withdrawn, modified, changed or failed to make its recommendations in favor of the transactions contemplated by this Agreement in compliance with Section 6.3(b), the Company shall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement. (c) At the Company Special Meeting, Parent agrees to and Purchaser shall cause all of the Shares owned by Parent or any subsidiary of Parent them to be voted in favor of the Company Stockholder Approvaladoption of this Agreement and the approval of the transactions contemplated thereby.

Stockholder Approval; Preparation of Proxy Statement. (a) If Promptly following the Company Stockholder Approval is required by lawdate of this Agreement, the Company shall, as promptly as practicable following shall prepare and file with the expiration of SEC the Offer, duly call, give notice of, convene and hold a meeting of its proxy or information statement to be sent to the Company's stockholders in connection with the Company Special Meeting (the "Stockholders MeetingPROXY STATEMENT") for the purpose of obtaining the Company Stockholder Approval). Subject No filing of, or amendment or supplement to, or correspondence to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and to comment thereon. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or possible subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Meeting there shall occur Effective Time any event that information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shall establish, prior to or as soon as practicable following the execution and delivery of this Agreement, on a date to be agreed upon by Parent and the Company, which date shall be set taking into account the status of pending regulatory matters to the Transactions, a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (the "COMPANY SPECIAL MEETING") for the purpose of considering the approval and adoption of this Agreement and (with the consent of Parent) such other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. The Company shall delay the annual meeting of its stockholders and shall not include in the Proxy Statement for the Company Special Meeting any matters other than the approval of the Merger; PROVIDED, HOWEVER, that the Company shall promptly prepare and mail not be required to delay the annual meeting of its stockholders beyond January 31, 2003; PROVIDED, FURTHER, that the prohibitions set forth in this sentence shall not be applicable if this Agreement is terminated in accordance with Article VII. Once the Company Special Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Special Meeting (other than for the absence of a quorum) without the consent of Parent; PROVIDED, HOWEVER, that the Company may postpone, adjourn or cancel the Company Special Meeting if this Agreement is terminated in accordance with Article VII. Subject to the Company's right, pursuant to Section 5.4 hereof, to withhold, withdraw, modify, change or fail to make its recommendations in favor of the Merger, the Company Board of Directors shall include such an amendment recommendations in the Proxy Statement. Unless the Company Board of Directors shall have withheld, withdrawn, modified, changed or supplementfailed to make its recommendations in favor of the Merger in compliance with Section 5.4, the Company shall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the Merger. (c) The Company and Parent agrees to cause all Shares owned shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining whether any action by Parent or in respect of, or filing with, any Governmental Entity is required, or any subsidiary of Parent actions, consents, approvals or waivers are required to be voted obtained from parties to any material contracts, in favor connection with the consummation of the Company Stockholder ApprovalTransactions and (iii) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers.

Stockholder Approval; Preparation of Proxy Statement. (a) If Promptly following the Company Stockholder Approval is required by lawdate of this Agreement, the Company shall, as promptly as practicable following shall prepare and file with the expiration of SEC the Offer, duly call, give notice of, convene and hold a meeting of its proxy or information statement to be sent to the Company's stockholders in connection with the Company Special Meeting (the "Stockholders MeetingProxy Statement") ). Buyer acknowledges that the Proxy Statement may, in the Company's sole discretion, also relate to proposals for any other transaction or such other matters as may in the purpose reasonable judgment of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, be appropriate for consideration at the Company shallSpecial Meeting. No filing of, through its Board of Directorsor amendment or supplement to, recommend or correspondence to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Buyer a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Buyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event that information relating to the Company or Buyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly prepare notify the other parties hereto and mail to its stockholders such an appropriate amendment or supplementsupplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (cb) Parent agrees The Company shall establish, prior to cause all Shares owned or as soon as practicable following the execution and delivery of this Agreement, a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Company Special Meeting") for the purpose of considering the approval of the transactions contemplated by Parent this Agreement and such other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. Buyer acknowledges that the Company may, at its sole discretion, seek approval of any other transaction or any subsidiary of Parent matter by the Company's stockholders at the Company Special Meeting. Subject to be voted the Company's right, pursuant to Section 5.3(a), to withhold, withdraw, modify, change or fail to make its recommendations in favor of the transactions contemplated by this Agreement, the Company Stockholder ApprovalBoard of Directors shall recommend that the stockholders of the Company vote in favor of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement. Unless the Company Board of Directors shall have withheld, withdrawn, modified, changed or failed to make its recommendations in favor of the transactions contemplated by this Agreement in compliance with Section 5.3, the Company shall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement.

Stockholder Approval; Preparation of Proxy Statement. PREPARATION OF REGISTRATION STATEMENT. (a) If the Company Stockholder Approval is required by law, the The Company shall, as promptly soon as practicable following the expiration execution and delivery of this Agreement on a date to be agreed upon between EarthLink and the OfferCompany, which date shall be set taking into account the status of pending regulatory matters pertaining to the transactions contemplated hereby, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") Meeting for the purpose of obtaining approving the Company Stockholder ApprovalMerger, this Agreement and the transactions contemplated hereby. Subject Unless withdrawn pursuant to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counselthis Agreement, the Company shallwill, through its Board of Directors, recommend to its stockholders that the approval and adoption of the Merger. The Company and EarthLink shall coordinate and cooperate with respect to the timing of the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition Stockholders Meeting and shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action endeavor to cause the merger of Acquisition and the Company to become effective hold such meeting as soon as practicable reasonably practical after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCAdate hereof. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable Promptly following the expiration date of the Offerthis Agreement, EarthLink shall prepare and file with the SEC, and the parties hereto shall cooperate and use their reasonable best efforts to prepare and file, a preliminary registration statement on Form S-4 (in which the Proxy Statement with will be included), and any necessary amendments or supplements thereto relating to the SEC registration under the Securities Act of the EarthLink Common Stock to be issued in the Merger (the "REGISTRATION STATEMENT"). Each of the Company and EarthLink shall use all its reasonable best efforts as promptly as practicable, subject to respond to any comments the setting of the SEC or date for the Company Stockholders Meeting as provided in SECTION 5.1(a), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and EarthLink will use its staff and reasonable best efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after the Registration Statement is declared effective under the Securities Act. EarthLink shall also take such reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under any applicable state securities laws in connection with the issuance of EarthLink Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Shares and rights to acquire Company Shares pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The Company shall and EarthLink will notify Parent each other promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement, the Registration Statement or for additional information and will supply Parent each other with copies of all correspondence between the Company or EarthLink, respectively, or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, the Registration Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with No filing of, or amendment or supplement to, the SEC Registration Statement or its staff or any proposed material to be included in the Proxy Statement will be made by EarthLink without the Company's prior consent (which shall not be unreasonably withheld, delayed or conditioned) and without providing the Company the reasonable and adequate opportunity to transmission to review and comment thereon. EarthLink shall advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or when any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of EarthLink Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the Proxy Statement or its staff the Registration Statement or comments thereon and shall not transmit any such material to which Parent reasonably objectsresponses thereto or requests by the SEC for additional information. If at any time prior to the Stockholders Meeting there shall occur Effective Time of the Merger any event that information relating to the Company or EarthLink, or any of their respective Affiliates, officers or directors, should be discovered by the Company or EarthLink which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company and EarthLink. EarthLink shall, prior to the Closing Date file with Nasdaq a Notification for Additional Listing of Shares providing for inclusion for quotation on Nasdaq-National Market of the shares of EarthLink Common Stock issuable in connection with the Merger and upon the exercise of any Company Options and Noteholder Warrant converted or replaced pursuant to this Agreement and shall promptly prepare use its reasonable best efforts to cause the shares of EarthLink Common Stock issuable in connection with the Merger and mail upon the exercise of any Company Options and Noteholder Warrant converted pursuant to its stockholders such an amendment or supplementthis Agreement to be approved for quotation on Nasdaq-National Market, subject to official notice of issuance, prior to the Closing Date. (c) Parent agrees The Company will cause its transfer agent to cause all Shares owned by Parent or any subsidiary of Parent make stock transfer records relating to be voted in favor of the Company Stockholder Approvalavailable to the extent reasonably necessary to effectuate the intent of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If In connection with the approval of the Company's stockholders as required by applicable law in order to consummate the Merger, Company shall, as soon as practicable following the execution of this Agreement, prepare and the Company Stockholder Approval shall file with the SEC the Proxy Statement. The Company will cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after receiving SEC approval, or deemed approval (if no response is received within ten days after filing with the SEC). No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to the Proxy Statement will be made by the Company, without providing Parent and Merger Sub a reasonable opportunity to review and comment thereon. The Company will advise Parent and Merger Sub promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. If at any time prior to the Closing any information relating to the Company or Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of the Company. (b) The Company shallshall establish, as promptly soon as practicable following the expiration of the Offerdate hereof, a record date in order to duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders MeetingCOMPANY SPECIAL MEETING") for the purpose of obtaining considering the approval of the Merger and (with the consent of Parent) such other matters as may in the reasonable judgment of the Company Stockholder Approvalbe appropriate for consideration at the Company Special Meeting. Subject to its Once the Company Special Meeting has been called and noticed, the Company shall not postpone or adjourn the Company Special Meeting (other than for the absence of a quorum, or in connection with the exercise of fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, of the Company shall, through its Board pursuant to Section 5.4) without the consent of Directors, recommend to its stockholders that the Company Stockholder Approval be givenParent. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed Subject to the Company's stockholders as promptly as practicable. The right pursuant to Section 5.4 hereof to withhold, withdraw, modify, change or fail to make the Recommendations, the Board of Directors of the Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included include in the Proxy Statement prior the Recommendations. Unless the Board of Directors of the Company shall have withheld, withdrawn, modified, changed or failed to transmission to the SEC or make its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth Recommendations in an amendment or supplement to the Proxy Statementcompliance with Section 5.4, the Company shall promptly prepare and mail use commercially reasonable efforts to its secure the vote or consent of stockholders such an amendment or supplementrequired by the NJ Code to effect the Merger. (c) The Company and Parent agrees to cause all Shares owned shall cooperate with one another (i) in connection with the preparation of the Proxy Statement, (ii) in determining whether any action by Parent or in respect of, or filing with, any Governmental Entity is required, or any subsidiary of Parent actions, consents, approvals or waivers are required to be voted obtained from parties to any material contracts, in favor connection with the consummation of the Company Stockholder Approvaltransactions contemplated by this Agreement and (iii) in seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith or with the Proxy Statement and seeking timely to obtain any such actions, consents, approvals or waivers.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the The Company shall, in accordance with applicable law and its certificate of incorporation and bylaws, as promptly as practicable following the expiration date of this Agreement and the date on which the Proxy Statement is cleared by the staff of the OfferSEC, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) for the purpose of obtaining the Stock Sale Approval and the Charter Amendment Approval. (b) Except to the extent expressly permitted by Section 4.2, (i) the board of directors of the Company Stockholder shall recommend that the Company’s stockholders vote in favor of the Company Stock Sale and the Charter Amendment Approval. Subject to its fiduciary duties under applicable law, as determined by and (ii) the Board Proxy Statement shall include a statement that the board of Directors directors of the Company has recommended that the Company’s stockholders vote in good faith after consultation with counselfavor of the Company Stock Sale and the proxy statement described in Section 4.9 shall include a statement that the board of directors of the Company has recommended that the Company’s stockholders vote in favor of the Charter Amendment Approval (this statement and the statement in the Proxy Statement, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given“Recommendation”). Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of prior to obtaining the outstanding SharesStock Sale Approval, the parties Company’s board of directors in good faith, after consultation with the Company’s legal advisors, determines that the failure to do so would be inconsistent with the directors’ duties under applicable law, the board may withdraw, qualify or modify, or fail to make the Recommendation. Regardless of whether the Company’s board of directors withdraws, qualifies or modifies, or fails to make the Recommendation, the Company shall take all necessary and appropriate action to cause submit the merger of Acquisition Company Stock Sale and the Company Charter Amendment Approval to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCACompany’s stockholders for their vote. (bc) If the Company Stockholder Approval is required by law, the The Company shall, as soon as reasonably practicable following the expiration date of this Agreement, but no later than within fifteen business days from the Offerdate hereof, prepare and file a preliminary proxy statement (as subsequently amended, the “Proxy Statement Statement”) with the SEC and thereafter each of the Company and Purchaser shall use all their reasonable best efforts to respond to any comments of the SEC or its staff staff, and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information information. The Proxy Statement and will supply Parent with copies of all correspondence between the Company any amendments or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect supplements to the Proxy Statement or the Merger. The Company shall give Parent an opportunity will, when filed, comply as to comment on any correspondence form in all material respects with the SEC or its staff or any proposed material to be included in applicable requirements of the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsExchange Act. If at any time prior to the Stockholders Meeting there shall occur any event that should is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and prepare, and, after consultation with Purchaser, mail to its stockholders such an amendment or supplement. Purchaser shall cooperate fully with the Company in the preparation of the Proxy Statement, including any amendment or supplement thereto, and shall furnish the Company, promptly upon the Company’s request, with all information reasonably requested by the Company for inclusion in, or otherwise in respect of, the Proxy Statement. Purchaser and its counsel shall be given a reasonable opportunity to review and comment upon the Proxy Statement and related proxy materials and any proposed amendment or supplement to the Proxy Statement prior to its filing with the SEC or dissemination to the Company’s stockholders, and reasonable and good faith consideration shall be given to any comments made by Purchaser and its counsel. (cd) Parent agrees Without limiting the generality of the foregoing, each of the parties shall correct promptly any information provided by it to be used in the Proxy Statement, if and to the extent any such information shall be or have become false or misleading in any material respect and shall take all steps necessary to correct the same and to cause all Shares owned by Parent or any subsidiary of Parent the Proxy Statement as so corrected to be voted in favor disseminated to the stockholders of the Company, in each case to the extent required by applicable law or otherwise deemed appropriate by the Company. (e) Notwithstanding anything to the contrary in this Agreement, the Stockholders Meeting, with the consent of the Purchaser, may be postponed. (f) The Company Stockholder Approvalshall not be required to hold the Stockholders Meeting if this Agreement is terminated in accordance with its terms before that meeting is held.

Stockholder Approval; Preparation of Proxy Statement. Preparation of Registration Statement. ------------------------------------- (a) If Each of the Company Stockholder Approval is required by law, the Company and TMW shall, as promptly soon as practicable following the expiration execution and delivery of this Agreement on dates to be agreed upon between TMW and the OfferCompany, which dates shall be set taking into account the status of pending regulatory matters pertaining to the transactions contemplated hereby, duly call, give notice of, convene and hold a meeting of its stockholders (the "Company Stockholders Meeting") Meeting for the purpose of obtaining approving the Company Stockholder ApprovalMerger, this Agreement and the transactions contemplated hereby. Subject to its fiduciary duties under applicable lawthe provisions of Section 8.2(b), as determined by including, without limitation, the Board of Directors in good faith after consultation with counselDirectors' fiduciary obligations, the Company shallwill, through its Board of Directors, recommend to its stockholders that the approval and adoption of the Merger. The Company and TMW shall coordinate and cooperate with respect to the timing of the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition Stockholders Meeting and shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action endeavor to cause the merger of Acquisition and the Company to become effective hold such meeting as soon as practicable reasonably practical after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCAdate hereof. (b) If Promptly following the Company Stockholder Approval is required by lawdate of this Agreement, the Company shall, as soon as practicable following the expiration of the Offer, and TMW shall prepare and file a preliminary Proxy Statement with the SEC the Proxy Statement, and TMW shall prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), in which the Proxy Statement will be included as a prospectus. Each of the Company and TMW shall use all its reasonable efforts as promptly as practicable, subject to respond to any comments the setting of the SEC or date for the Company Stockholders Meeting as provided in Section 5.1(a), to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and TMW will use its staff and reasonable efforts to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after the Registration Statement is declared effective under the Securities Act. TMW shall also take such reasonable actions (other than qualifying to do business in any jurisdiction in which it is not now so qualified) as may be required to be taken under any applicable state securities laws in connection with the issuance of TMW Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of the Company Shares and rights to acquire Company Shares pursuant to the Company Stock Plans as may be reasonably requested in connection with any such action. The Company shall and TMW will notify Parent each other promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent each other with copies of all correspondence between the Company or TMW, respectively, or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity TMW will use its best efforts to comment on any correspondence with cause the SEC or its staff or any proposed material TMW Common Stock to be included issued in the Proxy Statement prior Merger to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplementapproved for trading on NASDAQ NMS. (c) Parent agrees The Company will cause its transfer agent to cause all Shares owned by Parent or any subsidiary of Parent make stock transfer records relating to be voted in favor of the Company Stockholder Approvalavailable to the extent reasonably necessary to effectuate the intent of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If As promptly as practicable after the Company Stockholder Approval is required by lawexecution of this Agreement, the Company shall, as promptly as practicable following the expiration of the Offer, shall duly call, give notice of, convene and hold a special meeting of its stockholders to consider and vote upon this Agreement and the Merger (the "Company Stockholders Meeting") for the purpose of obtaining ), on a date to be agreed upon between the Company Stockholder Approval. Subject and Parent, which date shall be set taking into account the status of pending regulatory matters pertaining to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCAtransactions contemplated hereby. (b) If As promptly as practicable after the Company Stockholder Approval is required by lawexecution of this Agreement, the Company shall, as soon as practicable following the expiration of the Offer, shall prepare and file a preliminary Proxy Statement with the SEC a Proxy Statement relating to this Agreement and the Merger (the "Proxy Statement"). The Company shall use all its reasonable best commercial efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed "cleared" by the SEC for mailing to the Company's stockholders of the Company as promptly as practicable and shall mail the Proxy Statement to its stockholders as promptly as practicablepracticable thereafter. Parent and Buyer shall furnish all information concerning it and the holders of its capital stock as the Company may reasonably request for inclusion in such Proxy Statement. Subject to receipt by the Company of a proposal for a Superior Transaction, the Proxy Statement shall include the recommendation of the Board in favor of approval and adoption of this Agreement and the Merger. Parent and Buyer shall have the right to review the Proxy Statement before it is filed with the SEC. The Company shall notify Parent promptly immediately of the receipt of any comments from the SEC or its staff and provide Parent immediately with a copy of any request by such comments. Parent and Buyer shall have the SEC or its staff for amendments or supplements right to review all revisions to preliminary drafts of the Proxy Statement before filed with the SEC. Whenever any event occurs that should be described in an amendment of or for additional information and will supply Parent with copies of all correspondence between supplement to the definitive Proxy Statement, the Company or any shall, upon learning of its representativessuch event, on the one handpromptly notify and consult with Parent, and the SEC parties shall cooperate with each other in connection with the preparation of a mutually acceptable amendment or its staff, on the other hand, with respect to the Proxy Statement or the Mergersupplement. The Company shall give Parent an opportunity to comment on any correspondence promptly file each such amendment or supplement with the SEC and mail such amendment or its staff or any proposed material to be included in supplement as soon as practicable after it is cleared by the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an No amendment or supplement to the definitive Proxy Statement, Statement will be made by the Company without the approval of Parent, which approval shall promptly prepare and mail to its stockholders such an amendment not be unreasonably withheld or supplementdelayed. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the The Company shall, subject to the fiduciary duties of its Board of Directors, as promptly soon as practicable following the expiration date of the Offerthis Agreement, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) for the purpose of obtaining the adoption of this Agreement (the “Company Stockholder Approval”). Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shallThe Company, through its Board of DirectorsDirectors (but subject to the right of the Company’s Board of Directors to withdraw or modify its approval or recommendation of the Merger and this Agreement as set forth in Section 6.2), recommend to its stockholders in the Proxy Statement that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% use its reasonable best efforts to solicit from its stockholders proxies in favor of the outstanding Shares, adoption of this Agreement and shall not take any action or make any statement in connection with the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance that is inconsistent with the short form merger provisions of the SCBCAsuch recommendation. (b) If the Company Stockholder Approval is required by law, the The Company shall, as soon as practicable following the expiration of the Offerin consultation with Parent, prepare and file a preliminary Proxy Statement with the SEC and as soon as reasonably practicable following the date of this Agreement. The Company shall use all its reasonable best efforts to respond to any comments of the SEC or its staff and to cause have the Proxy Statement to be mailed to cleared by the Company's stockholders SEC as promptly as practicablepracticable after filing. The Company shall notify Parent promptly of the receipt of any written or oral comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Mergertransactions contemplated by this Agreement. The Company shall give consult with Parent an opportunity and prepare written responses with respect to comment on any such written comments. No amendment or supplement to the Proxy Statement shall be made, and no correspondence filed with the SEC or its staff or any proposed material with respect thereto, by the Company without providing Parent with a reasonable opportunity to be included in review and comment thereon. The Company will advise Parent promptly after it receives notice that the Proxy Statement prior to transmission to has been cleared by the SEC or its staff and any request by the SEC for amendment of the Proxy Statement. To the extent permitted by law, the Company shall not transmit any such material cause the Proxy Statement to which Parent reasonably objectsbe mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement has been cleared by the SEC. If at any time prior to the Stockholders Meeting there shall occur any event (including discovery of any fact, circumstance or event) that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) , in each case to the extent required by applicable law. Parent agrees to cause all Shares owned by Parent shall cooperate with the Company in the preparation of the Proxy Statement or any subsidiary of Parent to be voted in favor of the Company Stockholder Approvalamendment or supplement thereto.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval stockholder approval of this Agreement is required by law, the Company shallwill, as promptly as practicable following the expiration of the Offerat Parent's request, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Stockholders' Meeting") for the purpose of obtaining approving this Agreement and the transactions contemplated by this Agreement. The Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shallwill, through its Board of Directors, recommend to its stockholders that approval of this Agreement and the Company Stockholder Approval be giventransactions contemplated by this Agreement, in the event a Stockholders' Meeting is required to approve the Merger. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% such number of the outstanding Sharesshares of Common Stock as to be able to cause the Merger to become effective without a Stockholders' Meeting, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Stockholders' Meeting in accordance with the short form merger provisions Company's Restated Certificate of Incorporation and Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval stockholder approval of this Agreement is required by law, the Company shallwill, as soon as practicable following the expiration of the Offerat Parent's request, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after such filing. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting approval of this Agreement by the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Sub agrees to vote, and Parent agrees to cause cause, all Shares shares of Common Stock purchased pursuant to the Offer and all other shares of Common Stock owned by Parent Sub or any other subsidiary of Parent to be voted in favor of the Company Stockholder Approvalapproval of this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as promptly soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the The Company shall, as promptly soon as practicable following after the expiration of Proxy Statement is cleared by the OfferSEC for mailing to the Company’s stockholders, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) as soon as practicable (but in any case no later than 45 days) following mailing of the final Proxy Statement for the purpose of obtaining the approval of this Agreement by the Company Requisite Vote (the “Company Stockholder Approval”). Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its the Company Board (but subject to the right of Directorsthe Company Board to make an Adverse Recommendation Change as set forth in Section 6.2), recommend to its stockholders in the Proxy Statement that the Company Stockholder Approval be given. Notwithstanding given (the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the “Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCARecommendation”). (b) If the Company Stockholder Approval is required by law, the The Company shall, as soon as practicable following the expiration of the Offerin consultation with Parent, prepare and file a preliminary Proxy Statement with the SEC as soon as practicable (but in any case no later than 15 Business Days) following the date hereof and shall use all its reasonable efforts to respond promptly to any comments of the SEC or its staff and cause the Proxy Statement to be cleared by the SEC, and, to the extent permitted by law and subject to this Section 7.2(b), to cause the Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectstransactions contemplated by this Agreement. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement, in each case to the extent required by applicable law. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. Prior to filing or mailing the Proxy Statement or making any other required filing with the SEC (including any amendment or supplement) or responding to any comments of the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response. The Company shall use its reasonable best efforts to cause the Proxy Statement to comply as to form in all material respects with the applicable requirements of the Exchange Act. (c) Parent The Company agrees to advise Parent as promptly as reasonably practicable if at any time prior to the Stockholders Meeting information provided by it in the Proxy Statement is or becomes incorrect or incomplete in any material respect. The Company will as promptly as reasonably practicable furnish such supplemental information as may be necessary in order to cause all Shares owned by Parent or any subsidiary of Parent the Proxy Statement to be voted in favor comply with applicable law after the mailing thereof to the stockholders of the Company Stockholder ApprovalCompany.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, and this Agreement as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors set forth in good faith after consultation with counsel, the Company shall, through its Board of DirectorsSection 6.02(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding Without limiting the generality of the foregoing, if Parent the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or Acquisition shall acquire beneficial ownership communication to the Company of at least 90% any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger Company of Acquisition and the Company to become effective as soon as practicable after the expiration its approval or recommendation of the Offer without a Stockholders Meeting in accordance with Offer, this Agreement or the short form merger provisions of the SCBCAMerger. (b) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following (i) the expiration of the OfferOffer or (ii) the exercise by Parent of the Merger Option, prepare and file a preliminary Proxy Statement with the SEC and shall use all its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, as promptly soon as practicable following the expiration acceptance for payment of, and payment for, Shares by Sub pursuant to and subject to the conditions (including the Minimum Condition) of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for -------------------- the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, and subject to such board's fiduciary duties under applicable law following receipt of written advice of counsel, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shallwill, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent . The Company will not mail any Proxy Statement, or any subsidiary amendment or supplement thereto, to which Parent reasonably objects, unless required by law, rule, regulation or the SEC staff, in the opinion of outside counsel; provided, that Parent to be voted in favor of shall identify its objections and fully cooperate -------- with the Company Stockholder Approvalto create a mutually satisfactory Proxy Statement. In connection with such preliminary proxy statement, Proxy Statement and any amendment or supplement thereto, Parent and Sub should promptly provide all information reasonably requested by the Company.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company The Parent shall, as promptly soon as practicable following after the expiration of Proxy Statement is cleared by the OfferSEC for mailing to the Parent’s stockholders, duly call, give notice of, convene and hold a meeting of its stockholders (the "“Stockholders Meeting"”) as soon as practicable following mailing of the final Proxy Statement for the purpose of obtaining the Company approval of this Agreement by the holders of a majority of the Parent’s outstanding common stock (the “Parent Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA”). (b) If the Company Stockholder Approval is required by law, the Company The Parent shall, as soon as practicable following the expiration of the Offerin consultation with Purchaser, prepare and file a preliminary Proxy Statement with the SEC as soon as practicable following the date hereof and shall use all its reasonable efforts to respond promptly to any comments of the SEC or its staff and cause the Proxy Statement to be cleared by the SEC, and, to the extent permitted by law and subject to this Section 5.11(b), to cause the Proxy Statement to be mailed to the Company's Parent’s stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company Parent shall notify Parent the Purchaser promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectstransactions contemplated by this Agreement. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company Parent shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) , in each case to the extent required by applicable law. Purchaser shall cooperate with the Parent agrees to cause all Shares owned by Parent in the preparation of the Proxy Statement or any subsidiary amendment or supplement thereto. The Purchaser shall cooperate with Parent in the preparation of Parent the Proxy Statement, including providing any information regarding the Purchaser or its business required to be voted disclosed in favor of the Company Stockholder ApprovalProxy Statement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its the fiduciary duties of the Board under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCAMGBCL. (b) If the Company Stockholder Approval is required by law, the Company Parent shall, as soon as practicable following the expiration of the Offer, prepare and file with the SEC a post-effective amendment to the Form S-4 which shall include a preliminary Proxy Statement with the SEC as a prospectus and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause such post-effective amendment to be declared effective, and the Proxy Statement to be mailed to the Company's stockholders stockholders, as promptly as practicable. The Company Parent shall notify Parent the Company promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement Form S-4 or for additional information and will supply Parent the Company with copies of all correspondence between the Company Parent or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement Form S-4 or the Merger. The Company Parent shall give Parent the Company an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement Form S-4 prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent the Company reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy StatementForm S-4, the Company Parent shall promptly prepare and mail to its the Company stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as As promptly as reasonably practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counseldate hereof, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition Buyer and the Company shall cooperate in preparing and shall cause to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement be filed with the SEC and mutually acceptable definitive proxy materials (the “Proxy Statement”) relating to the matters to be considered by the stockholders in connection with the Company Special Meeting (as defined below). The Company shall use all reasonable best efforts to respond to any comments of have the Proxy Statement cleared by the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing the Buyer a reasonable opportunity to review and to comment thereon. The Company will advise the Buyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event information relating to the Company or the Buyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or the Buyer and that should be set forth in an amendment or supplement to the Proxy StatementStatement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (b) As soon as practicable following the execution and delivery of this Agreement, the Company shall promptly prepare duly take all lawful action to set a record date for, duly call, give notice of, convene and mail to hold a special meeting of its stockholders (the “Company Special Meeting”) for the purpose of considering the approval of the Acquisition and the transactions contemplated by this Agreement and such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted other matters as may in favor the reasonable judgment of the Company Stockholder Approvalbe appropriate for consideration at the Company Special Meeting. The Company’s Board of Directors shall recommend that the stockholders of the Company approve the Acquisition and the consummation of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement and shall not make or effect any Change in Company Recommendation. Unless this Agreement is terminated in accordance with the provisions hereof, this Agreement shall be submitted to the stockholders of the Company at the Company Special Meeting for the purpose of approving the Acquisition and the consummation of the transactions contemplated by this Agreement, and the Company shall use its reasonable best efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the OfferOffer and payment for the Shares, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders MeetingSTOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Purchaser or any subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary Subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as As promptly as reasonably practicable following the expiration of the Offerdate hereof (but in no event later than March 10, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel2005, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition Buyer and the Company shall cooperate in preparing and shall cause to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement be filed with the SEC and mutually acceptable proxy materials (the “Proxy Statement”) relating to the matters to be considered by the stockholders in connection with the Company Special Meeting (as defined below). The Company shall use all reasonable best efforts to respond to any comments of have the Proxy Statement cleared by the SEC. No filing of, or amendment or supplement to, or correspondence with the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing the Buyer a reasonable opportunity to review and to comment thereon. The Company will advise the Buyer, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's ’s stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event information relating to the Company or the Buyer, or any of their respective Affiliates, officers or directors, should be discovered by the Company or the Buyer and that should be set forth in an amendment or supplement to the Proxy StatementStatement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (b) As soon as practicable following the execution and delivery of this Agreement, the Company shall promptly prepare duly take all lawful action to set a record date for, duly call, give notice of, convene and mail to hold a special meeting of its stockholders (the “Company Special Meeting”) for the purpose of considering the approval of the Acquisition and the transactions contemplated by this Agreement and such an amendment or supplement. (c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted other matters as may in favor the reasonable judgment of the Company Stockholder Approvalbe appropriate for consideration at the Company Special Meeting. The Company’s Board of Directors shall recommend that the stockholders of the Company approve the Acquisition and the consummation of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement and shall not make or effect any Change in Company Recommendation. Unless this Agreement is terminated in accordance with the provisions hereof, this Agreement shall be submitted to the stockholders of the Company at the Company Special Meeting for the purpose of approving the Acquisition and the consummation of the transactions contemplated by this Agreement, and the Company shall use its reasonable best efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of DirectorsDirectors (but subject to the right of its Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares and at least 90% of the outstanding Class B Shares, the parties shall shall, at the request of Parent, take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto. (c) Parent agrees to cause all Shares accepted for payment pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If In the Company Stockholder Approval event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is required by lawinapplicable and unavailable to effectuate the Merger, the Company shall, as promptly as practicable following shall prepare and file with the expiration of SEC the Offer, duly call, give notice of, convene and hold a meeting of its proxy or information statement to be sent to the Company's stockholders in connection with the Company Special Meeting (the "Stockholders MeetingPROXY STATEMENT") for the purpose of obtaining the Company Stockholder Approval). Subject No filing of, or amendment or supplement to, or correspondence to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff with respect to the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment on the parts thereof relating to the transactions contemplated hereby. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. The Company will cause the final Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from the SEC or practicable subsequent to its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence filing with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsSEC. If at any time prior to the Stockholders Company Special Meeting there shall occur any event that information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. (b) In the event that, following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer, Section 253 of the DGCL is inapplicable and unavailable to effectuate the Merger, the Company shall promptly prepare establish, prior to or as soon as practicable following the execution and mail to delivery of this Agreement, a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (the "COMPANY SPECIAL MEETING") for the purpose of considering the approval of the transactions contemplated by this Agreement and such an amendment other matters as may in the reasonable judgment of the Company be appropriate for consideration at the Company Special Meeting. Subject to the Company's right, pursuant to Section 6.3(b), to withhold, withdraw, modify, change or supplementfail to make its recommendations in favor of the transactions contemplated by this Agreement, the Company's Board of Directors shall recommend that the stockholders of the Company vote in favor of the transactions contemplated by this Agreement and the Company shall include such recommendation in the Proxy Statement. Unless the Company's Board of Directors shall have withheld, withdrawn, modified, changed or failed to make its recommendations in favor of the transactions contemplated by this Agreement in compliance with Section 6.3(b), the Company shall use commercially reasonable efforts to secure the vote or consent of stockholders required by the DGCL to effect the transactions contemplated by this Agreement. (c) At the Company Special Meeting, Parent agrees to and Purchaser shall cause all of the Shares owned by Parent or any subsidiary of Parent them to be voted in favor of the Company Stockholder Approvaladoption of this Agreement and the approval of the transactions contemplated thereby.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent, Sub or any other subsidiary of Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions Section 253 of the SCBCADGCL. (b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement State ment or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company Stockholder Approval.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA. (b) If the Company Stockholder Approval is required by law, the Company Seller shall, as soon as practicable following the expiration date hereof (but allowing for its compliance with its obligations under the third sentence of the Offerthis Section 5.5), prepare and file a preliminary Proxy Statement with the SEC a proxy statement (the "Proxy Statement") to obtain the required vote of Seller's stockholders to approve this Agreement and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to transactions contemplated hereby. Seller will cause the Proxy Statement to be mailed to the CompanySeller's stockholders as promptly as practicable. The Company shall notify Parent promptly of the receipt of any comments from No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Proxy Statement will be made by Seller without providing Buyer a reasonable opportunity to review and comment thereon. Seller will advise Buyer, promptly after it receives notice thereof, of any request by the SEC or its staff for amendments or supplements to the amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objectsinformation. If at any time prior to the Stockholders Meeting there shall occur effectiveness of the Proxy Statement any event that information relating to Seller or Buyer, or any of their respective affiliates, officers or directors, should be discovered by Seller or Buyer which should be set forth in an amendment or supplement to the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the Company statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly prepare notify the other party hereto and mail to its stockholders such an appropriate amendment or supplementsupplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Seller. Each of the parties hereto shall cause the Proxy Statement to comply as to form and substance to such party in all material respects with the applicable requirements of (i) the Exchange Act, (ii) the Securities Act, and (iii) the rules and regulations of the Nasdaq. (ci) Parent agrees to cause all Shares owned by Parent or any subsidiary The Board of Parent to be voted Directors of Seller shall recommend that Seller's stockholders vote at the Seller Stockholders' Meeting (as defined below) in favor of the Company Stockholder Approvaladoption of a resolution authorizing the transactions contemplated by this Agreement; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has recommended that Seller's stockholders vote at the Seller Stockholders' Meeting in favor of the adoption of a resolution authorizing the transactions contemplated by this Agreement, and (iii) neither the Board of Directors of Seller nor any committee thereof shall withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, in a manner adverse to Buyer, the recommendation of the Board of Directors of Seller that its stockholders vote at the Seller Stockholders' Meeting in favor of the adoption of a resolution authorizing the transactions contemplated by this Agreement.

Stockholder Approval; Preparation of Proxy Statement. (a) If the The Company Stockholder Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, duly shall call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder ApprovalApproval as soon as practicable following the execution of this Agreement. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding Without limiting the generality of the foregoing, if Parent the Company agrees that its obligations pursuant to the first sentence of this Section 6.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition shall acquire beneficial ownership Proposal or (ii) the withdrawal or modification by the Board of at least 90% Directors of the outstanding SharesCompany of its approval or recommendation of this Agreement or the Merger, the parties shall take all necessary and appropriate action except upon a termination of this Agreement pursuant to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCASection 8.01(d). (b) If the The Company Stockholder Approval is required by law, the Company shall, shall as soon as practicable following the expiration execution of the Offerthis Agreement, prepare and file a preliminary Proxy Statement with the SEC and shall will use all reasonable its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicablepracticable after responding to all such comments to the satisfaction of the staff and will make any additional filings as may be required by law. The Company shall will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement Statement, or any additional filings, or for additional information information, and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement and any additional filings, or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail or file any Proxy Statement, or make any additional filings, or any amendment or supplement thereto, to which Parent reasonably objects unless, upon consultation with counsel, the Company determines such document is required as a matter of law. (c) Grandparent and Parent agrees agree to cause all Shares owned by Grandparent, Parent or any subsidiary of Grandparent or Parent to be voted in favor of the Company Stockholder Approval.