Common use of Stockholders’ Meeting; Proxy Statement Clause in Contracts

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated hereby.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Company Board, shall shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawslaw: (i) as soon as reasonably practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable after the date of this Agreement) for, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; provided that if in accordance with the terms of the Voting Agreement, SBIC Partners, L.P., a Texas limited partnership, provides its written consent to approve and adopt this Agreement and the Asset Purchase Transactions, the Company shall in lieu of such special meeting of the Company’s stockholders take such other action as is required or advisable to comply with applicable law concerning stockholder notice and approval of this Agreement and the transactions contemplated hereby and therebyTransactions (the stockholder approval under this Section 5.01(a)(i), the “Company Stockholders Meeting”)); (ii) subject prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its fiduciary duties as determined in good faith reasonable best efforts to obtain and furnish the information required to be included by a majority of the Board, based upon the written opinion of outside counsel, include SEC in the Proxy Statement (as amended or supplementedhereinafter defined) and, the "Proxy Statement") required to be distributed to holders of Common Stock in connection after consultation with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairParent, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the “Proxy Statement Statement”), to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity stockholders; provided that no amendment or supplement to review the Proxy Statement prior to its being filed with will be made by the SEC and shall consult Company without consultation with Parent and its counsel regarding comments made by outside counsel; (iii) include in the SEC. At such meetingProxy Statement, Parentif any, Newco and their affiliates will the recommendation of the Company Board that stockholders of the Company vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of the approval of the Merger and the adoption of this Agreement Agreement; and (iv) if applicable, use its reasonable best efforts to solicit from holders of Shares proxies in favor of the Merger and shall take all other action reasonably necessary or advisable to secure any vote or consent of stockholders required by Delaware law to effect the transactions contemplated herebyMerger. (b) Parent will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement.

Stockholders’ Meeting; Proxy Statement. (a) The If required by Delaware Law in order to consummate the Merger, the Company, acting through the Company Board, shall shall, in accordance with applicable law and the Company's Company Certificate of Incorporation and By-Laws: Company Bylaws, (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following consummation of the date of this Agreement Offer for the purpose of considering and taking action upon on the adoption of this Agreement and the Asset Purchase Agreement and approval of the transactions contemplated hereby and thereby; Merger (the "Stockholders' Meeting"), (ii) subject file a proxy or information statement with the SEC in accordance with the Exchange Act (the "Proxy Statement") and shall use its reasonable best efforts to its fiduciary duties as determined in good faith have the Proxy Statement cleared by a majority of the BoardSEC, based upon the written opinion of outside counsel, and (iii) include in the Proxy Statement (as amended or supplemented, the "Proxy Statement"A) required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Company Board that the stockholders of the Company vote approve and adopt this Agreement; provided that such recommendation may be withdrawn, modified or amended to the extent the Company Board determines that the failure to do so would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law (as determined by the Company Board in fa- vor good faith after consultation with counsel), and (B) the opinion of the Howmet Financial Advisor that, as of the date of this Agreement, the consideration to be received by the holders of Shares (other than Cordant Holdings and Purchaser) in the Offer and the Merger is fair to such holders from a financial point of view. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement shall not, at the time of mailing thereof and at the time of the Stockholders' Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Purchaser and the Company shall also take any action required to be taken under Blue Sky Laws or state securities laws in connection with the Merger. Parent, Purchaser and the Company shall cooperate with each other in taking such action and in the preparation of the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review the Proxy Statement and any amendments thereto prior to dissemination of the Proxy Statement to holders of Shares, The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt thereof. The Company shall provide Parent and its counsel with a reasonable opportunity, to the extent practicable, to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement. At the Stockholders' Meeting, Parent and Purchaser shall cause the Cordant Owned Shares and any Shares acquired by Purchaser in the Offer to be voted in favor of the approval and adoption of this Agreement and the Asset Purchase Agreement Merger. (b) In the event that, following consummation of the Offer, Cordant Holdings and Purchaser own an aggregate of at least 90% of the transactions contemplated hereby then outstanding Shares, the parties hereto agree, subject to Article VII, to take all necessary and thereby and appropriate action to cause the written opinion Merger to become effective without a meeting of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to in accordance with Section 253 of Delaware Law, as promptly as practicable after the Merger is fair, from a financial point consummation of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyOffer.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyCompany shall, acting through as soon as practicable following acceptance for payment of and payment for shares of Company Common Stock pursuant to the BoardOffer, cause the Stockholders’ Meeting to be duly called and held for the purpose of voting on the adoption of this Agreement. (b) The Company shall take all action necessary in accordance with applicable law Law and the Company's Company Certificate of Incorporation and By-Laws: (i) Company Bylaws to duly call, give notice of, and convene the Stockholders’ Meeting in accordance with Section 5.10(a). (c) Subject to Sections 5.5 and hold a special meeting 5.9, the Company shall (i) solicit from the Company Stockholders entitled to vote at the Stockholders’ Meeting proxies in favor of its stockholders such adoption and (ii) take all other action reasonably necessary to secure the "Special Meeting"vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (d) to be held as As soon as practicable following acceptance for payment of and payment for shares of Company Common Stock pursuant to the date of this Agreement for the purpose of considering and taking action upon this Agreement Offer, Parent and the Asset Purchase Agreement Company shall jointly prepare the Proxy Statement, and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in Company shall file the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairSEC, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders Company Stockholders at the earliest practicable practical time. The Company shall give furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions, and Parent shall furnish all information concerning it and Buyer as the Company may reasonably request in connection with such actions. Each party to this Agreement will notify the other parties and the Board of Directors of the Company promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (i) at any time prior to the Stockholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and (ii) if at any time prior to the Stockholders’ Meeting, any event should occur relating to Parent or Buyer or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company Stockholders; provided, prior to such filing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Buyer shall vote, or cause to be voted, in favor of the adoption of this Agreement all shares of Company Common Stock directly or indirectly beneficially owned by it. (e) The Company hereby consents to the inclusion in the Offer Documents and Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 3.3, subject to any modification, amendment or withdrawal thereof in accordance with Section 5.5, and represents that each of the Independent Advisors has, subject to the terms of its engagement letter with the Company and the Board of Directors of the Company, consented to the inclusion of references to its or its affiliates’ opinion in the Offer Documents and the Proxy Statement. The Company and its counsel shall permit Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Offer Documents, the Proxy Statement, the Merger or this Agreement. (f) Notwithstanding the foregoing clauses (a), (b), (c), (d) and (e), in the event that Buyer shall consult acquire at least ninety percent (90%) of the outstanding shares of Company Common Stock in the Offer and any “subsequent offering period”, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the later of (1) the expiration date of the Offer and (2) the expiration of any “subsequent offering period, without a meeting of stockholders of the Company, in accordance with Parent Section 253 of the DGCL; provided, however, that in the event that Buyer shall have exercised the Top-Up Option and its counsel regarding comments made by purchased the SEC. At such meetingTop-Up Shares, Parentthe parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective without a meeting of stockholders of the Company, Newco and their affiliates will vote all Shares owned by them (or in accordance with respect to which such entities exercise voting control) in favor Section 253 of approval and adoption the DGCL on the business day immediately following the date of this Agreement and the transactions contemplated herebyTop-Up Option Closing.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyCompany shall, acting through the Board, shall in accordance with applicable law federal securities laws, the DGCL, the Amended and the Company's Restated Certificate of Incorporation and the By-Laws: (i) laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following after the date of this Agreement hereof for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Asset Purchase Special Meeting. Notwithstanding anything in this Agreement and to the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority contrary, the Company shall not take any action which interferes with the convening of the Board, based upon Special Meeting or the written opinion taking of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board a stockholders' vote at that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andmeeting. (b) The Company shall prepare and file with the Securities SEC, and Exchange Commission (Parent, Dow and Purchaser shall cooperate with the "SEC") Company in such preparation and filing, a preliminary proxy statement or information statement relating to this Agreement and the transactions contemplated hereby and use its reasonable best efforts to furnish the information required to be included by the SEC in the Proxy Statement and shall use all reasonable efforts (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and preliminary proxy statement and, promptly after the completion of any preliminary version thereof, have the Proxy Statement cleared by SEC review or notification from the SEC and that the preliminary proxy materials will not be subject to comment, cause a definitive proxy statement or information statement (the "Proxy Statement Statement") to be mailed to its stockholders. Subject to the Company's stockholders at fiduciary obligations of the earliest practicable time. The Board under applicable law, the Company shall give Parent and its counsel the opportunity to review include in the Proxy Statement prior to its being filed with the SEC recommendation of the Board that stockholders of the Company approve and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of adopt this Agreement and the transactions contemplated hereby. (c) Parent agrees that (i) it will provide the Company with all information concerning Parent or Purchaser necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), it will vote, or cause to be voted, all of the Shares then owned by, or with respect to which proxies are held by it, Purchaser or any of its other Subsidiaries and affiliates, if any, in favor of the approval and adoption of this Agreement. (d) The Company, Parent and Purchaser shall cooperate with one another in the preparation and filing of the Proxy Statement and shall use their reasonable best efforts to promptly obtain and furnish the information required to be included in the Proxy Statement and to respond promptly to any comments or requests made by the SEC with respect to the Proxy Statement. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Proxy Statement, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Parent and Purchaser each agree to correct any information provided by it for use in the Proxy Statement which shall have become, or is, false or misleading.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyMicrion will take, acting through the Board, shall in accordance with applicable Massachusetts law and the CompanyMicrion's Certificate Articles of Incorporation Organization and By-Laws: (i) duly callBylaws, give notice of, all action necessary to convene and hold a special meeting of its stockholders (the "Special Micrion Stockholders Meeting") as promptly as practicable after the Form S-4 (hereinafter defined) is declared effective to consider and vote upon approval of this Agreement. FEI will take, in accordance with Oregon law and its Articles of Incorporation and Bylaws, all action necessary to convene a meeting of its stockholders (the "FEI Stockholders Meeting," and either the FEI Stockholders Meeting or the Micrion Stockholders Meeting, a "Stockholders Meeting") as promptly as practicable after the Form S-4 is declared effective to consider and vote upon the approval of the issuance of FEI Common Stock to be held as soon as practicable following issued in connection with the date transactions contemplated hereby. Except to the extent the Micrion Board determines in good faith, after receipt of this Agreement for written advice from outside legal counsel experienced in such matters, that such action is incompatible with compliance by its directors with their respective fiduciary duties under applicable law, the purpose Micrion Board shall unanimously recommend that the stockholders of considering and taking action upon Micrion approve this Agreement and thereby approve the Asset Purchase Agreement transactions contemplated hereby, shall take all lawful action to solicit such approval and shall not withdraw or modify such recommendation, and the FEI Board shall recommend that the stockholders of FEI approve the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby and thereby; (ii) subject shall take all lawful action to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to solicit such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyapproval.

Stockholders’ Meeting; Proxy Statement. (a) The Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through the Boardits Board of Directors, shall shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawslaw: (i) duly call, give notice of, convene convene, and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and (the Asset Purchase Agreement and “Special Meeting”) as soon as practicable following the transactions contemplated hereby and therebydate hereof; (ii) subject use best efforts to prepare and file with the United States Securities and Exchange Commission (the “SEC”), within fourteen (14) Business Days after the date hereof, a preliminary proxy statement relating to the Merger and this Agreement and use its fiduciary duties as determined in good faith reasonable best efforts (A) to obtain and furnish the information required to be included by a majority of the Board, based upon federal securities laws (and the written opinion of outside counsel, include rules and regulations thereunder) in the Proxy Statement (as amended or supplementedhereinafter defined) and, the "Proxy Statement") required to be distributed to holders of Common Stock in connection after consultation with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairParent, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to such preliminary proxy statement and, as soon as practicable thereafter, to cause a definitive proxy statement (the “Proxy Statement”) to be disseminated to its stockholders, as and to the extent required by applicable federal securities laws and (B) to obtain the necessary approvals of the Merger and this Agreement by its stockholders as soon as practicable (including by retaining an outside proxy solicitation firm at the Company’s own cost and expense); and (iii) include in the Proxy Statement the unanimous recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and any preliminary version thereofthe approval of this Agreement, have unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2. (b) Parent shall provide the Company with the information concerning Parent and Merger Sub reasonably required to be included in the Proxy Statement cleared by Statement. Parent and its counsel shall be given a reasonable opportunity to review and comment on the SEC preliminary proxy statement and cause the definitive Proxy Statement (or any amendments or supplements thereto) prior to be mailed to filing any such document with the Company's stockholders at the earliest practicable timeSEC. The Company shall give reasonable and good faith consideration to any and all comments made by Parent and its counsel. In addition, the Company will provide Parent and its counsel, in writing, any comments or other communications, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the receipt of such comments or other communications, and the reasonable opportunity to review and comment on such comments. The Company will respond promptly to any such comments from the SEC or its staff, and will give reasonable and good faith consideration to any and all comments made by Parent. Parent shall vote, or cause to be voted, all of the Shares (if any) entitled to vote thereon then owned by it, Merger Sub, or any of its other Subsidiaries (as defined in Section 3.1(b)) or Affiliates (as defined in Section 8.10) in favor of the approval of the Merger and the approval of this Agreement. (c) Each of the Company, Parent and Merger Sub agrees to promptly (i) correct any information provided by it specifically for use in the Proxy Statement prior if and to its being the extent that such information shall have become false or misleading in any material respect and (ii) supplement the information provided by it specifically for use in the Proxy Statement to include any information that shall become necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they were made, not misleading. The Company further agrees to cause the Proxy Statement as so corrected or supplemented promptly to be filed with the SEC and shall consult with Parent to be disseminated to its stockholders, in each case as and its counsel regarding comments made to the extent required by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyapplicable federal securities laws.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the BoardBoard of Directors, shall shall, if required by applicable Law to consummate the Merger, in accordance with applicable law Law and the Company's Certificate ’s certificate of Incorporation incorporation and By-Laws: bylaws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special “Stockholders Meeting") ”), to be held as soon as reasonably practicable following after Purchaser shall have purchased Shares pursuant to the date of this Agreement Offer, for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions Merger contemplated hereby and thereby; hereby; (ii) subject except to its fiduciary duties as determined in good faith the extent permitted by a majority of the Board, based upon the written opinion of outside counselSection 7.2(c), include in the Proxy Statement (as amended defined below), and not subsequently withdraw or supplementedmodify in any manner adverse to Purchaser or Parent, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor favor of the approval and adoption of this Agreement and the Asset Purchase Agreement Merger; and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser"iii) that the cash consideration use all reasonable efforts consistent with their fiduciary duties to be received by the solicit from stockholders of the Company pursuant to proxies in favor of the Merger is fairand take all other reasonable action necessary or, from a financial point in the reasonable opinion of viewParent, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. At such stockholders; andStockholders Meeting, Parent, Purchaser and their affiliates will vote all Shares owned by them in favor of approval and adoption of this Agreement and the Merger. (b) The If approval of the Company’s stockholders is required by applicable Law to consummate the Merger following consummation of the Offer (and the Top-Up Option shall not have been exercised), the Company shall prepare and as promptly as practicable file with the Securities and Exchange Commission (the "SEC") the Proxy Statement with the SEC under the Exchange Act, and shall use all reasonable efforts to respond have the Proxy Statement cleared by the SEC. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly to notify Parent of the receipt of any comments made by of the SEC with respect to the Proxy Statement and of any preliminary version thereof, have the Proxy Statement cleared requests by the SEC for any amendment or supplement thereto or for additional information and cause shall provide to Parent promptly copies of all correspondence between the Proxy Statement to be mailed to Company or any representative of the Company's stockholders at Company and the earliest practicable timeSEC. The Company shall give Parent and its counsel the opportunity to review and comment upon the Proxy Statement Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall consult with give Parent and its counsel regarding the opportunity to review and comment upon all responses to requests for additional information and replies to comments made by prior to their being filed with, or sent to, the SEC. At such meetingThe Company shall give consideration to all additions, deletions or changes suggested thereto by Parent, Newco Purchaser or their counsel. Each of the Company, Parent and Purchaser agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders Meeting at the earliest practicable time. (c) If at any time prior to the Stockholders Meeting any event or circumstance relating to the Company or any Subsidiary, or their affiliates will vote all Shares owned respective officers or directors, should be discovered by them (the Company that is required to be set forth in an amendment or a supplement to the Proxy Statement in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform Parent and file such amendment or supplement with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebySEC.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, Company shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold call a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following after the date of this Agreement hereof for the purpose of considering voting upon the Merger and taking action upon this Agreement and (the Asset Purchase Agreement and the transactions contemplated hereby and thereby; “Special Meeting”); (ii) subject to hold its fiduciary duties stockholders’ meeting as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, promptly as practicable; (iii) include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board of Directors that the terms of this Agreement are fair to and in the best interest of the stockholders of the Company, declaring this Agreement to be advisable and that the stockholders of the Company vote in fa- vor favor of the approval and adoption of this Agreement and the Asset Purchase Agreement completion of the Merger; and (iv) use its reasonable best efforts to solicit from holders of shares of Company Common Stock proxies in favor of the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") Merger; provided, however, that the cash consideration foregoing is subject to be received by any action taken by, or upon the stockholders authority of, the Board of Directors of the Company pursuant in a response to an Acquisition Proposal and in the exercise of its good faith judgment, based upon the advice of counsel, that a failure of the Board of Directors to withdraw, modify or change its recommendation due to the Merger is fair, from receipt of an Acquisition Proposal would constitute a financial point breach of view, its fiduciary duties to such stockholders; andand provided, further, that the Company acknowledges that any such change in the recommendation of the Company’s Board of Directors is subject to the provisions of Section 8.1(f) and 8.1(g)(ii) hereof. (b) The Company As promptly as practicable but in no event later than 30 days after the execution of this Agreement, the Company, after consultation with Purchaser, shall prepare and file with a proxy statement for use at the Securities and Exchange Commission Special Meeting (the "SEC"“Proxy Statement”) under and pursuant to the Proxy Statement and provisions of the Exchange Act. The Company, after consultation with Purchaser, shall use all reasonable efforts to respond promptly to any all comments made by the SEC with respect to the preliminary Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the a definitive Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and mailed to its counsel regarding comments made stockholders, as required by the SECExchange Act. At such meetingThe Company will notify 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, Parentor for additional information, Newco and their affiliates will vote supply the Purchaser with copies of all Shares owned by them (correspondence between the Company and the SEC or its staff with respect to which such entities exercise voting controlthe Proxy Statement. The Company shall provide draft Proxy Statements to the Purchaser and use commercially reasonable efforts to accept Purchaser’s comments related thereto. (c) in favor Each of approval and adoption of this Agreement Purchaser and the transactions contemplated herebyCompany agrees to provide as promptly as practicable to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the other party, may be required or appropriate for inclusion in the Proxy Statement or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement. (d) At the time the Proxy Statement is mailed to the Company’s stockholders, the Company will ensure that the Proxy Statement will (i) not contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein as necessary, in order to make the statements therein, in light of the circumstances under which they were made, not misleading or necessary and (ii) comply in all material respects with the provisions of the Securities Act and Exchange Act, as applicable, and the rules and regulations thereunder; provided, however, no representation is made by Purchaser or the Company with respect to statements made in the Proxy Statement based on information supplied by the other party expressly for inclusion or incorporation by reference in the Proxy Statement or information omitted with respect to the other party.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with If required by applicable law and in order to consummate the Company's Certificate of Incorporation and By-Laws: Merger, the Company will (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following the date acceptance for payment and purchase of this Agreement the Minimum Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this the approval of the Merger and the adoption of the Merger Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) prepare and file with the Commission, subject to its fiduciary duties as determined in good faith by a majority the prior approval of the BoardPurchaser (which approval shall not be unreasonably withheld), based upon the written opinion preliminary and final versions of outside counsel, include in the Proxy Statement a proxy statement (as amended or supplemented, the "Proxy Statement") and proxy and other filings relating to such stockholders' meeting as required by the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Subject to be distributed to holders the terms of Common Stock in connection with the Merger Agreement, the Company has agreed to include in the Proxy Statement the recommendation of the Board of Directors of the Company (based on the recommendation of the Special Committee) that the stockholders of the Company vote in fa- vor favor of the approval of the Merger and the adoption of this Agreement the Merger Agreement. Notwithstanding the foregoing, the Purchaser may at its election execute a written consent approving the Merger, and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion Company shall notify stockholders of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received such action by the stockholders Purchaser in lieu of holding a stockholders' meeting in accordance with the By-laws of the Company pursuant to and Section 228 of the Merger is fair, from a financial point of view, to such stockholders; and (b) DGCL. The Company shall must also prepare and file with the Securities Commission, subject to the prior approval of the Purchaser (which approval shall not be unreasonably withheld), preliminary and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made final versions of an information statement as required by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyExchange Act.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as As soon as practicable following practicable, Calgene shall prepare and file with the date of this Agreement for SEC under the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; Exchange Act preliminary proxy materials (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required for the purpose of soliciting proxies from its stockholders to be distributed to holders vote in favor of Common Stock in connection with (i) the Merger the recommendation 4 5 issuance of the Board that Shares, (ii) the stockholders Certificate of Amendment, and (iii) the election of the Company vote in fa- vor of directors contemplated by the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated Amendment (the "Financial AdviserProposals") that at the cash consideration Stockholders Meeting. Calgene shall promptly respond to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") any SEC comments on the Proxy Statement and shall otherwise use all reasonable its best efforts to respond resolve as promptly as practicable all SEC comments to any comments made by the satisfaction of the SEC. Calgene shall furnish to Monsanto and its counsel copies of the preliminary Proxy Statement prior to filing it with the SEC with respect and copies of the final Proxy Statement prior to mailing it to stockholders. (b) Promptly following the resolution to the satisfaction of the SEC of all SEC comments on the Proxy Statement and any preliminary version thereof(or the expiration of the ten-day period under Rule 14a-6(a) under the Exchange Act, have the Proxy Statement cleared if no SEC comments are received by the SEC and cause such date), Calgene shall distribute the Proxy Statement to be mailed its stockholders and solicit proxies from its stockholders to vote in favor of the Company's stockholders at Proposals. (c) Calgene shall comply with all applicable provisions of and rules under the earliest practicable timeExchange Act and all applicable provisions of the Delaware General Corporation Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Stockholders Meeting. The Company Without limiting the foregoing, Calgene shall give Parent and its counsel the opportunity to review ensure that the Proxy Statement prior does not, as of the date on which it is distributed to its being filed with stockholders, and as of the SEC and date of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Calgene shall consult with Parent and its counsel regarding comments made not be responsible for the accuracy or completeness of any information furnished by Monsanto in writing for inclusion in the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyProxy Statement).

Stockholders’ Meeting; Proxy Statement. (a) The CompanyAt the request of Parent, acting through the Board, Company shall in accordance with applicable law and cause the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") Stockholders’ Meeting to be duly called and held as soon as practicable following after the date of this Agreement Proxy Statement is cleared by the SEC, for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of voting on the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andMerger. (b) The Company shall take all action necessary in accordance with applicable Law and the Company Certificate of Incorporation and Company Bylaws to duly call, give notice of, and convene the Stockholders’ Meeting. (c) Subject to Sections 5.5 and 5.9, the Company shall (i) solicit from the Company Stockholders entitled to vote at the Stockholders’ Meeting proxies in favor of such approval and (ii) take all other action reasonably necessary to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (d) Parent and the Company will as promptly as practicable after the date of this Agreement jointly prepare the Proxy Statement, and the Company shall file with the Securities and Exchange Commission (the "SEC") the Proxy Statement with the SEC, and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders Company Stockholders at the earliest practicable practical time. The Company shall give furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions, and its counsel Parent shall furnish all information concerning it and Merger Sub as the opportunity Company may reasonably request in connection with such actions. Each party to review this Agreement will notify the other parties promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (i) at any time prior to its being filed the Stockholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and (ii) if at any time prior to the Stockholders’ Meeting, any event should occur relating to Parent or Merger Sub or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company Stockholders; provided, prior to such filing, the Company and Parent shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or each other with respect to which such entities exercise voting control) amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Merger Sub shall vote, or cause to be voted, in favor of approval the Merger and adoption of this Agreement all shares of Company Common Stock directly or indirectly beneficially owned by it. (e) The Company hereby consents to the inclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 3.3, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company and the transactions contemplated herebyBoard of Directors of the Company (the “Independent Advisor Engagement Letter”), consented to the inclusion of references to its opinion in the Proxy Statement.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyCompany shall, acting through the Board, shall in accordance with applicable law federal securities laws, the DGCL, the Amended and the Company's Restated Certificate of Incorporation and the By-Laws: (i) laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following after the date of this Agreement hereof for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Asset Purchase Special Meeting. Notwithstanding anything in this Agreement and to the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority contrary, the Company shall not take any action which interferes with the convening of the Board, based upon Special Meeting or the written opinion taking of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board a stockholders' vote at that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andmeeting. (b) The Company shall prepare and file with the Securities SEC, and Exchange Commission (Parent, Dow and Purchaser shall cooperate with the "SEC") Company in such preparation and filing, a preliminary proxy statement or information statement relating to this Agreement and the transactions contemplated hereby and use its reasonable best efforts to furnish the information required to be included by the SEC in the Proxy Statement and shall use all reasonable efforts (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and preliminary proxy statement and, promptly after the completion of any preliminary version thereof, have the Proxy Statement cleared by SEC review or notification from the SEC and that the preliminary proxy materials will not be subject to comment, cause a definitive proxy statement or information statement (the "Proxy Statement Statement") to be mailed to its stock holders. Subject to the Company's stockholders at fiduciary obligations of the earliest practicable time. The Board under applicable law, the Company shall give Parent and its counsel the opportunity to review include in the Proxy Statement prior to its being filed with the SEC recommendation of the Board that stockholders of the Company approve and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of adopt this Agreement and the transactions contemplated hereby. (c) Parent agrees that (i) it will provide the Company with all information concerning Parent or Purchaser necessary or appropriate to be included in the Proxy Statement and (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), it will vote, or cause to be voted, all of the Shares then owned by, or with respect to which proxies are held by it, Purchaser or any of its other Subsidiaries and affiliates, if any, in favor of the approval and adoption of this Agreement. (d) The Company, Parent and Purchaser shall cooperate with one another in the preparation and filing of the Proxy Statement and shall use their reasonable best efforts to promptly obtain and furnish the information required to be included in the Proxy Statement and to respond promptly to any comments or requests made by the SEC with respect to the Proxy Statement. Each party hereto shall promptly notify the other parties of the receipt of comments of, or any requests by, the SEC with respect to the Proxy Statement, and shall promptly supply the other parties with copies of all correspondence between such party (or its representatives) and the SEC (or its staff) relating thereto. The Company, Parent and Purchaser each agree to correct any information provided by it for use in the Proxy Statement which shall have become, or is, false or misleading.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Company Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawsshall: (i) duly call(A) as promptly as practicable, give notice ofprepare (with the assistance of Parent and its representatives) and file with the SEC, convene and hold as promptly as practicable, a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement proxy statement for the purpose purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject information required to its fiduciary duties as determined in good faith be included by a majority of the Board, based upon the written opinion of outside counsel, include it in the Proxy Statement (as amended or supplementedand, the "Proxy Statement") required to be distributed to holders of Common Stock in connection after consultation with the Parent and Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairSub, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have and (C) undertake to obtain the Proxy Statement cleared necessary approvals by the SEC and cause the Proxy Statement to be mailed to the Company's its stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the Merger and the other transactions contemplated hereby; (ii) include in the Proxy Statement the Company Board Recommendation; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Company Board or a Committee may make a Board Recommendation Change in accordance with Section 7.2(c), in which case any such Board Recommendation Change shall not constitute a breach of this Agreement; and (iii) duly call, give notice of, convene and hold a special meeting of its stockholders for the purpose of considering and taking action upon this Agreement (the “Stockholders Meeting”), to be held at the earliest practicable date, following filing of the Proxy Statement with the SEC and the completion of the SEC’s review of the Proxy Statement, and, without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned), and the Company shall not adjourn or postpone the Stockholders Meeting if there are sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting and the Company believes such shares will be voted in a number sufficient to approve and adopt this Agreement and the Merger (the Company’s obligation to call, give notice of and hold the Stockholders Meeting in accordance with this Section 7.3 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Acquisition Proposal or other Acquisition Proposal, or by any Board Recommendation Change); provided, however, that notwithstanding anything in this Agreement to the contrary, the Company may adjourn or postpone the Stockholders Meeting to the earliest practicable date, but no later than ten (10) Business Days from such adjournment or postponement unless a longer period is required by final order of a court of competent jurisdiction, in order to permit the dissemination of any supplement or amendment to the Proxy Statement or other disclosure to the Company’s stockholders if after consultation with its outside legal counsel, the Company Board or a Committee determines in good faith that the failure to make such disclosure would be reasonably likely to violate applicable Law, including its fiduciary duties to stockholders. (b) Parent and Merger Sub shall each cause their respective representatives to fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with the information concerning it and its Affiliates as is required pursuant to applicable Law to be included in Proxy Statement. Parent and Merger Sub shall notify the Company as promptly as practicable upon becoming aware of any event or circumstance that should be described in the Proxy Statement or an amendment or supplement to the Proxy Statement. (c) At the Stockholders Meeting, Parent, Merger Sub and their Affiliates shall vote all shares of Company Capital Stock, if any, owned by them in favor of approval of this Agreement, the Merger and the other transactions contemplated hereby. (d) Except as may be required by Law, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which will not be unreasonably withheld or delayed. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon or requests for additional information by the SEC.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene Company will call and hold a special meeting of its stockholders Stockholders (the "Special Stockholders Meeting") to be held as soon as reasonably practicable following the date of this Agreement for the purpose of considering in order that its Stockholders may consider and taking action vote upon this Agreement and approval of the Asset Purchase Agreement Merger in accordance with the DGCL. (b) The Company will prepare and file as promptly as possible with the SEC preliminary proxy materials under the Securities and Exchange Act relating to the Stockholders Meeting. The Company will use its reasonable best efforts, after consultation with Purchaser, to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary. The Company, as promptly as practicable, shall cause the definitive proxy materials to be mailed to its Stockholders. Purchaser agrees to provide the Company with whatever information in connection with said filings that the Company may reasonably request. Except as otherwise permitted under Section 3.4, the Board of the Directors of the Company shall not withdraw or modify (or propose to withdraw or modify) and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, Company will include in the Proxy Statement (as amended or supplementedStatement, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Company's Board of Directors that the stockholders Stockholders of the Company vote in fa- vor favor of the approval and adoption of this Agreement and Agreement, the Asset Purchase Agreement Merger and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable timehereby. The Company shall give Parent solicit proxies and may, at its counsel the opportunity discretion, employ a proxy solicitation firm to review the Proxy Statement prior assist in disseminating proxy materials, contacting Stockholders to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will solicit proxies to vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of the approval and adoption of this Agreement Agreement, and performing the services customarily performed by such firms in transactions contemplated herebyof this type. The final Company proxy materials will comply with the Exchange Act in all material respects, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they will be made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any information that Purchaser will supply specifically for use in said proxy materials. At or prior to the Closing, the Company shall deliver to the Purchaser a certificate of the Company's Secretary setting forth the voting results from its Stockholders Meeting.

Stockholders’ Meeting; Proxy Statement. (a) The If required by the DGCL in order to consummate the Merger, the Company, acting through the Company Board, shall shall, in accordance with applicable law and the Company's Company Certificate of Incorporation and By-Laws: Company Bylaws, (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following consummation of the date of this Agreement Offer for the purpose of considering and taking action upon on the adoption of this Agreement and the Asset Purchase Agreement and approval of the transactions contemplated hereby and thereby; Merger (the “Stockholders’ Meeting”), (ii) subject file a proxy or information statement with the SEC in accordance with the Exchange Act (the “Proxy Statement”) and shall use its reasonable best efforts to its fiduciary duties as determined in good faith have the Proxy Statement cleared by a majority of the BoardSEC, based upon the written opinion of outside counsel, and (iii) include in the Proxy Statement (as amended or supplemented, the "Proxy Statement"A) required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Company Board that the stockholders of the Company vote approve and adopt this Agreement; provided that such recommendation may be withdrawn, modified or amended to the extent the Company Board determines that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law (as determined by the Company Board in fa- vor good faith after consultation with counsel), and (B) the Fairness Opinion (to the extent not withdrawn). The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement shall not, at the time of mailing thereof and at the time of the Stockholders’ Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Purchaser and the Company shall also take any action required to be taken under Blue Sky Laws or state securities laws in connection with the Merger. Parent, Purchaser and the Company shall cooperate with each other in taking such action and in the preparation of the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review the Proxy Statement and any amendments thereto prior to dissemination of the Proxy Statement to holders of shares of Company Common Stock. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt thereof. The Company shall provide Parent and its counsel with a reasonable opportunity, to the extent practicable, to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement. At the Stockholders’ Meeting, Parent and Purchaser shall cause any shares of Company Common Stock acquired by Purchaser in the Offer to be voted in favor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyMerger.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in In accordance with applicable law Company’s certificate of incorporation and bylaws, as promptly as practicable after the Company's Certificate date of Incorporation and By-Laws: (i) duly callthis Agreement, give notice of, convene Company will call and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action voting upon the adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority approval of the Board, based upon the written opinion Merger. Company’s board of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the directors will recommend approval and adoption of this Agreement and the Asset Purchase Agreement Merger by Company’s stockholders and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all its reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement solicit and any preliminary version thereofobtain such approval; provided, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to that nothing contained in this Section 7.8(a) shall prohibit the Company's ’s board of directors from making an Adverse Recommendation Change pursuant to, and in accordance with, Section 7.2(c). As promptly as practicable after the date of this Agreement, and in no event later than ten Business Days after the date of this Agreement, Company will prepare and mail to Company’s stockholders at a proxy statement (the earliest practicable time“Proxy Statement”) in connection with the meeting of Company’s stockholders to consider the Merger (the “Company Stockholders’ Meeting”). The Company shall give the Parent and its counsel the a reasonable opportunity to review and comment upon the Proxy Statement prior before its distribution and no amendment or supplement to the Proxy Statement or any related statement or schedule will be made by Company without providing Parent a reasonable opportunity to review and comment thereon. Parent and Merger Sub each will promptly and timely cooperate and provide all information relating to its being filed with respective businesses or operations necessary for inclusion in the SEC Proxy Statement to satisfy all requirements of applicable state and shall consult with federal securities laws. Company and Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to Parent and Merger Sub) each will be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. (b) Company will ensure that the Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is first sent to stockholders, at the time of the Company Stockholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such entities exercise voting controlthey were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by Company with respect to Parent and Merger Sub Information. (c) Each of Parent and Merger Sub will ensure that none of the information supplied by Parent or Merger Sub, or any of their respective officers, directors, representatives, agents or employees (the “Parent and Merger Sub Information”), for inclusion in favor the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is first sent to stockholders, at the time of approval and adoption the Company Stockholders’ Meeting or at the Effective Time, contains any untrue statement of this Agreement and a material fact or omit to state any material fact required to be stated therein or necessary to make the transactions contemplated herebystatements therein, in light of the circumstances under which they were made, not misleading.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in In accordance with applicable law the Restated Certificate and the Company's Certificate of Incorporation ’s Amended and By-Laws: (i) duly callRestated Bylaws, give notice of, convene the Company shall call and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following the date of this Agreement for the purpose of considering and taking action voting upon this Agreement the approval of the Merger (the “Stockholders Meeting”), and the Asset Purchase Agreement and Company shall use its best efforts to hold the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties Stockholders Meeting as determined in good faith by a majority of promptly as practicable after the Board, based upon the written opinion of outside counsel, include in date on which the Proxy Statement (as amended or supplementeddefined below) is cleared by the SEC. As promptly as practicable after the date of this Agreement, the "Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement (the “Proxy Statement"”) required to be distributed to holders of Common Stock in connection with the Stockholders Meeting. The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the recommendation Proxy Statement to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Board that Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andProxy Statement. (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") agrees that the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by will not, at the SEC with respect to time the Proxy Statement and (or any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being amendment or supplement thereto) is filed with the SEC and shall consult with Parent and its counsel regarding comments made or first sent to stockholders, at the time of the Stockholders Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or Company with respect to Parent and Merger Sub Information (as defined in Section 6.1(c)). (c) Each of Parent and Merger Sub agrees that none of the information supplied by Parent or Merger Sub, or any of their respective officers, directors, representatives, agents or employees (the “Parent and Merger Sub Information”), for inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Stockholders Meeting or at the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebythey were made, not misleading.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Company Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawsshall: (i) duly call(A) as promptly as practicable, give notice ofprepare (with the assistance of Parent and its representatives) and file with the SEC, convene and hold as promptly as practicable, a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement proxy statement for the purpose purposes of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement"), (B) obtain and furnish the information required to be distributed to holders of Common Stock included by it in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and, after consultation with Parent and shall use all reasonable efforts to Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have and (C) undertake to obtain the necessary approvals by its stockholders of this Agreement and the Merger and the other transactions contemplated hereby; (ii) include in the Proxy Statement cleared by the Company Board Recommendation; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Company Board or a Committee may make a Board Recommendation Change in accordance with Section 7.2(c), in which case any such Board Recommendation Change shall not constitute a breach of this Agreement; and (iii) duly call, give notice of, convene and hold a special meeting of its stockholders for the purpose of considering and taking action upon this Agreement (the "Stockholders Meeting"), to be held at the earliest practicable date, following filing of the Proxy Statement with the SEC and cause the completion of the SEC's review of the Proxy Statement, and, without the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned), and the Company shall not adjourn or postpone the Stockholders Meeting if there are sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Stockholders Meeting and the Company believes such shares will be voted in a number sufficient to approve and adopt this Agreement and the Merger (the Company's obligation to call, give notice of and hold the Stockholders Meeting in accordance with this Section 7.3 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Acquisition Proposal or other Acquisition Proposal, or by any Board Recommendation Change); provided, however, that notwithstanding anything in this Agreement to the contrary, the Company may adjourn or postpone the Stockholders Meeting to the earliest practicable date, but no later than ten (10) Business Days from such adjournment or postponement unless a longer period is required by final order of a court of competent jurisdiction, in order to permit the dissemination of any supplement or amendment to the Proxy Statement to be mailed or other disclosure to the Company's stockholders at if after consultation with its outside legal counsel, the earliest practicable time. The Company shall give Board or a Committee determines in good faith that the failure to make such disclosure would be reasonably likely to violate applicable Law, including its fiduciary duties to stockholders. (b) Parent and Merger Sub shall each cause their respective representatives to fully cooperate with the Company in the preparation of the Proxy Statement, and shall, upon request, furnish the Company with the information concerning it and its counsel Affiliates as is required pursuant to applicable Law to be included in Proxy Statement. Parent and Merger Sub shall notify the opportunity to review Company as promptly as practicable upon becoming aware of any event or circumstance that should be described in the Proxy Statement prior or an amendment or supplement to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by Proxy Statement. (c) At the SEC. At such meetingStockholders Meeting, Parent, Newco Merger Sub and their affiliates will Affiliates shall vote all Shares shares of Company Capital Stock, if any, owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement Agreement, the Merger and the other transactions contemplated hereby. (d) Except as may be required by Law, no amendment or supplement to the Proxy Statement will be made by the Company without the approval of Parent, which will not be unreasonably withheld or delayed. The Company will advise Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement or comments thereon or requests for additional information by the SEC.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, Company shall in accordance with applicable law and the Company's Restated Certificate of Incorporation and the By-Laws: (i) laws of the Company, duly call, set a record date for, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following after the date of this Agreement hereof for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Asset Purchase Special Meeting (which meeting may be adjourned or postponed as reasonably necessary to permit the satisfaction of conditions to this Agreement or the Voting Agreement) (such meeting, as so adjourned or postponed, being referred to as the "Special Meeting"). (b) As promptly as practicable after the date hereof, the Company shall prepare and file with the SEC, and Parent and the Purchaser shall cooperate with the Company in such preparation and filing, a preliminary proxy statement relating to this Agreement and the transactions contemplated hereby and thereby; (ii) subject use its best efforts to its fiduciary duties as determined in good faith furnish the information required to be included by a majority of the Board, based upon the written opinion of outside counsel, include SEC in the Proxy Statement (as amended or supplementedhereinafter defined) and, the "Proxy Statement") required to be distributed to holders of Common Stock in connection after consultation with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairParent, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC proxy statement and cause a definitive proxy statement (the "Proxy Statement Statement") to be mailed to its stockholders. Subject to the Company's stockholders at fiduciary duties of the earliest practicable time. The Board under applicable law, the Board shall recommend, and the Company shall give Parent and its counsel the opportunity to review include in the Proxy Statement prior the recommendation of the Board, that stockholders of the Company approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby, and the Company shall use all reasonable efforts to its being filed with solicit from stockholders of the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) Company proxies in favor of the approval and adoption of this Agreement Agreement, approval of the Merger and the transactions contemplated hereby. (c) Parent agrees that (i) it will provide the Company with all information concerning Parent or the Purchaser necessary or reasonably appropriate to be included in the Proxy Statement and (ii) at the Special Meeting, if

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and If required by the Company's Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-Laws: (i) Laws duly to call, give notice of, convene and hold a special meeting of its the Company's stockholders (the "Special Meeting") to be held as soon promptly as practicable following the date acceptance for payment of this Agreement shares of Company Common Stock tendered in the Offer for the purpose of considering and taking action upon this Agreement and the Asset Purchase Merger. At the Special Meeting, all of the Company Common Stock then owned by Parent, Acquisition Subsidiary or any other subsidiary of Parent shall be voted in favor of adoption of the Agreement and to approve the transactions contemplated hereby and thereby; Merger (ii) subject to its applicable law). Subject to the fiduciary duties as determined in good faith by a majority obligations of the BoardBoard under applicable law, based upon if such vote is sought, the written opinion Board shall recommend that the Company's stockholders vote in favor of outside counseladoption of the Agreement and to approve the Merger, include shall use its commercially reasonable best efforts to solicit from stockholders of the Company proxies and shall take all other action in its judgment necessary or appropriate to secure the vote of stockholders required by the DGCL to effect the Merger. The Company shall cause such recommendation of the Board referred to in the immediately preceding sentence to be included in the Proxy Statement Statement. (b) Notwithstanding Section 6.6(a), in the event that Parent, Acquisition Subsidiary or any other Subsidiary of Parent shall have acquired at least 90% of the outstanding shares of Company Common Stock tendered in the Offer or otherwise, the parties hereto agree to take all necessary or appropriate action to cause the Merger to become effective as amended or supplementedsoon as practicable after the acceptance for payment of shares of Company Common Stock tendered in the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL. (c) If required under applicable law, the Company shall prepare a definitive proxy statement, file it with the SEC under the Exchange Act as promptly as practicable after the acceptance for payment of shares of Company Common Stock tendered in the Offer, and use all commercially reasonable best efforts to have such proxy statement cleared by the SEC (the "Proxy Statement") required to be distributed to holders of Common Stock ). Parent, Acquisition Subsidiary and the Company shall cooperate with each other in connection with the Merger the recommendation preparation of the Board that Proxy Statement, and the stockholders Company shall notify Parent of the Company vote in fa- vor receipt of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by of the SEC with respect to the Proxy Statement and of any preliminary version thereof, have the Proxy Statement cleared requests by the SEC for any amendment or supplement thereto or for additional information and cause shall provide to Parent promptly copies of all correspondence between the Proxy Statement to be mailed to Company or any representative of the Company's stockholders at Company and the earliest practicable timeSEC. The Company shall give Parent and its counsel the opportunity to review and comment thereon. If at any time after the date the Proxy Statement is mailed to stockholders and prior to its being the Special Meeting any information relating to the Company, Parent or Acquisition Subsidiary, or any of their respective affiliates, officers or directors, is discovered by the Company, Parent or Acquisition Subsidiary which is required to be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement will not include any untrue statement of a material fact or omit to state any material fact necessary 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 party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and shall consult with to the extent required by law, disseminated to the stockholders. Parent and its counsel regarding comments made by Acquisition Subsidiary agree that (i) they will provide the SEC. At such meeting, Parent, Newco Company with all information concerning Parent and Acquisition Subsidiary and their affiliates necessary or appropriate to be included in the Proxy Statement, (ii) at the Special Meeting or any postponement or adjournment thereof (or at any other meeting at which the Merger or this Agreement are considered by stockholders), they will vote vote, or cause to be voted, all Shares of the shares of Company Common Stock then owned by them (them, or with respect to which such entities exercise voting control) any of their Subsidiaries and affiliates, if any, in favor of approval and adoption of this Agreement and approval of the transactions contemplated herebyMerger and (iii) use their commercially reasonable best efforts, after consultation with the other parties hereto 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 mail the Proxy Statement to the stockholders of the Company.

Stockholders’ Meeting; Proxy Statement. (a) The CompanySubject to Section 5.5(b) and Section 5.8, acting through as soon as reasonably practicable after the BoardSEC confirms that it has no further comments on the Proxy Statement, the Company shall use commercially reasonable efforts in accordance with applicable law Law, the Company Certificate, the Company Bylaws, and the Company's Certificate of Incorporation and By-Laws: (i) NYSE rules to establish a record date for, duly call, give notice of, convene and hold a special meeting of its stockholders (including any adjournment or postponement thereof, the "Special “Stockholders Meeting"”) to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon obtaining the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement and Agreement, the Asset Purchase Agreement and Company may postpone or adjourn the transactions contemplated hereby and thereby; Stockholders Meeting (i) with the consent of Ultimate Parent, (ii) subject for the absence of a quorum, (iii) after consultation with Ultimate Parent, to its fiduciary duties as allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith by a majority of the Board, based upon the written opinion of (after consultation with outside counsel) is reasonably necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Stockholders Meeting or (iv) after consultation with Ultimate Parent, include to allow additional solicitation of votes in order to obtain the Proxy Statement (as amended or supplementedCompany Stockholder Approval. Subject to Section 5.8, the "Proxy Statement") required Company Board shall make the Company Recommendation and shall use its reasonable best efforts to be distributed obtain the Company Stockholder Approval and to holders take all other action reasonably necessary or advisable to secure the vote or consent of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor required by the Company Certificate, the Company Bylaws, the rules of the approval NYSE and adoption of the DGCL. Notwithstanding anything to the contrary in this Agreement, unless this Agreement and has been terminated pursuant to Article VII (and, for the Asset Purchase Agreement and avoidance of doubt, nothing contained in this Section 5.5 shall in any way affect the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration Company’s termination rights pursuant to be received by the stockholders of Article VII), if the Company pursuant Board shall have made a Company Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to its stockholders at the Merger is fair, from a financial point of view, to such stockholders; andStockholders Meeting. (b) The As promptly as reasonably practicable after the execution of this Agreement, the Company shall prepare the Proxy Statement and file it with the Securities SEC. Prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company shall provide Ultimate Parent a reasonable opportunity to review and Exchange Commission to propose comments on such document or response. The Company (and Ultimate Parent, as applicable) shall use commercially reasonable efforts to respond as promptly as reasonably practicable to and resolve all comments received from the "SEC") SEC or its staff concerning the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after establishing the Company's record date for the Stockholders Meeting; provided, that the Company shall be under no obligation to mail the Proxy Statement to its stockholders at prior to the earliest practicable timeNo Shop Period Start Date. The Company shall give notify Ultimate Parent promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its counsel the opportunity staff for amendments or supplements to review the Proxy Statement prior to its being filed with the SEC and shall consult supply Ultimate Parent with Parent copies of all material correspondence between the Company or any of its Representatives, on the one hand, and its counsel regarding comments made by the SEC. At such meeting, Parentor its staff, Newco and their affiliates will vote all Shares owned by them (or on the other hand, with respect to which the Proxy Statement. Without limiting the generality of the foregoing, each of Ultimate Parent and Merger Sub shall use commercially reasonable efforts to cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including furnishing as promptly as reasonably practicable to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement under applicable Law. (c) If at any time prior to the Stockholders Meeting, any event or circumstance relating to the Company, the Parent Entities, or any of their respective Affiliates should be discovered by the Company or the Parent Entities which, pursuant to the Securities Act or Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement, such entities exercise voting control) Party shall promptly inform the other Parties. If at any time before the Stockholders Meeting, any such event or circumstance is discovered by the Company or the Parent Entities, then in favor each case the Company shall, reasonably promptly after becoming aware thereof, amend or supplement, as applicable, the Proxy Statement to include disclosure of approval and adoption such fact or event. Each of this Agreement the Parent Entities and the transactions contemplated herebyCompany agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading or which omits to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyAs promptly as reasonably practicable following the date hereof, acting through the Board, Company shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly take all action necessary to call, give notice of, convene and hold a special meeting of its the Company’s stockholders (including any adjournment or postponement thereof, the "Special “Company Stockholders Meeting"”) to be held as soon as practicable following the date of this Agreement for the purpose of considering adopting this Agreement, and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Company Stockholders Meeting, by January 8, 2013 prepare and file with the SEC a proxy statement (together with all amendments and supplements thereto, the “Proxy Statement”) relating to the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and furnish the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration information required to be received by provided to the stockholders of the Company pursuant to the DGCL and the Exchange Act. Parent will provide the Company with any information concerning Parent or Merger is fairSub as may be reasonably requested by the Company in order to effectuate the preparation and filing of the Proxy Statement, from a financial point of view, to such stockholders; and (b) The Company and shall prepare otherwise assist and file cooperate with the Securities and Exchange Commission (Company in the "SEC") preparation of the Proxy Statement and shall use all reasonable efforts to respond promptly to the resolution of any comments made by from the SEC referred to below. Promptly after its preparation and prior to its filing with the SEC, the Company shall provide a copy of the Proxy Statement to Parent and shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement, and will consider for inclusion into the Proxy Statement reasonable comments timely received from Parent or its legal counsel. The Company shall give Parent notice of any comments on the Proxy Statement received from the SEC or other communications from the SEC relating to the Proxy Statement, and the Company will provide Parent a reasonable opportunity to review and comment on any response to such comments or any amendment to the Proxy Statement, and, subject to such review and comment by Parent, shall reasonably promptly respond to SEC comments, if any. If (i) at any time prior to the Company Stockholders Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent, and (ii) if at any time prior to the Company Stockholders Meeting, any event should occur relating to Parent or Merger Sub that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company’s stockholders; provided, prior to such filing, the Company and Parent shall consult with each other with respect to such amendment or supplement. So long as the Company Board shall not have effected a Change of Recommendation, the Proxy Statement shall include the Company Recommendation and any preliminary version thereof, have the Proxy Statement cleared by opinion of the SEC and Financial Advisor referred to in Section 4.19. The Company shall cause the Proxy Statement to be mailed to the Company's ’s stockholders at as promptly as practicable after the earliest practicable timeresolution of any comments from the SEC. The Company shall give Parent use commercially reasonable efforts to solicit proxies from the Company’s stockholders for adoption of this Agreement. (b) Once the Stockholders Meeting has been called and its counsel noticed, the opportunity to review Company shall not postpone or adjourn the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SECStockholders Meeting without consent of Parent. At such meetingthe Company Stockholders Meeting, Parentor any postponement or adjournment thereof, Newco and Parent shall vote, or cause to be voted, all of the shares of Common Stock then owned of record by Parent or Merger Sub or any of their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) Subsidiaries in favor of approval and the adoption of this Agreement and approval of the transactions contemplated herebyMerger, and Parent shall use its reasonable best efforts to deliver or provide (or cause to be delivered or provided), in its capacity as a stockholder of the Company, if applicable, any other approvals that are required by applicable Law to effect the Merger.

Stockholders’ Meeting; Proxy Statement. (a) The CompanySeller, acting through the BoardBoard of Directors, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawsshall: (i) use all commercially reasonable efforts to promptly prepare and, no later than twenty (20) days after the approval of this transaction by consent of the holders of the majority of Sellers’ outstanding shares pursuant to Delaware law, file with the SEC an information statement under Regulation 14C of the Securities Exchange Act of 1934 (the “Act”) providing the information required to be disclosed under Schedule 14C (the “Information Statement”); (ii) obtain and furnish the information required to be included by it in the Information Statement and, after consultation with the Buyer, respond promptly to any comments made by the SEC with respect to the Information Statement, and (iii) prior to the actions specified in (i) above, undertake to obtain the written consent of the holders of the majority of the Seller’s outstanding shares to approve this Agreement, the change of Seller’s corporate name and the increase in authorized capital stock of the Seller, as well as the other transactions contemplated thereby and hereby unless, in the good faith opinion of the Board of Directors (after consultation with counsel), taking any such action might be inconsistent with its fiduciary duties to the Seller’s stockholders under applicable law, it being understood and agreed that if action by consent is not possible, then a proxy statement complying with Schedule 14A under the Act (the “Proxy Statement”) shall be filed fifteen (15) days from the date that Seller determines that action by written consent cannot be obtained, but in any event Seller shall file such Information Statement or Proxy Statement within thirty (30) days of the date hereof. b) if action by written consent has not been taken, include in the Proxy Statement, if such is filed, the recommendation of the Board of Directors that the stockholders of the Seller vote in favor of the approval of this Agreement and the name change of Seller, and use its reasonable best efforts to solicit from the stockholders of the Seller proxies, in favor of adoption of this Agreement; c) if action by written consent has not been taken, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyhereby (the A/72217637.12 “Stockholders Meeting”), to be held twenty-one (21) days following the filing of the definitive Proxy Statement with the SEC, subject to SEC review; and d) if at any time prior to the Stockholders Meeting, or prior to the time that the action by written consent is permitted to become effective pursuant to regulation 14C of the Act, any information relating to the Seller, or any of its Affiliates, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement or Information Statement, as the case may be, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, whether in light of the circumstances under which they were made or in light of such newly discovered information, the Seller shall promptly notify the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by law, disseminated to the stockholders of the Seller. e) The Buyer shall, upon request, furnish the Seller with all information concerning it and its Affiliates as the Seller may reasonably deem necessary or advisable in connection with the Seller preparing the Proxy Statement or Information Statement and the Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC. If at any time prior to the Stockholders Meeting, or the time by which the action by written consent is permitted to become effective pursuant to Regulation 14C of the Act, any information relating to the Buyer, or any of its Affiliates, officers or directors, should be discovered by the Buyer which should be set forth in an amendment or supplement to the Proxy Statement or Information Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein not misleading, whether in light of the circumstances under which they were made or in light of such newly discovered information, the Buyer shall promptly notify the Seller, and the Seller shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by law, disseminate to the stockholders of the Seller.

Stockholders’ Meeting; Proxy Statement. (a) The Company will prepare and, substantially concurrently with the No-Shop Period Start Date, file with the SEC the Proxy Statement, which will, subject to Section 5.3, include the Company Board Recommendation, and the Company will use reasonable best efforts to respond promptly to any comments by the SEC staff in respect of the Proxy Statement. Parent and Merger Sub will provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of this type or as otherwise required by Law, as the Company may reasonably request for inclusion in the Proxy Statement. The Company and its Affiliates shall provide Parent and its Representatives with a reasonable opportunity to review and comment on the Proxy Statement and any written communication with the SEC or its staff with respect to the Proxy Statement, and shall give due consideration to all reasonable additions, deletions or changes suggested thereto by Parent and its counsel. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Company will use its reasonable best efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing, and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Common Shares as promptly as reasonably practicable after the SEC notifies the Company that the preliminary Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon; provided, however, that the Company is not required to file the preliminary Proxy Statement on any day during the Notice Period. The Company will (i) promptly provide Parent and Merger Sub and their counsel with a copy of any written comments (and a description of any oral comments) received by the Company or its counsel from the SEC or its staff with respect to the Proxy Statement, (ii) consult with Parent and Merger Sub regarding any such comments prior to responding thereto and (iii) promptly provide Parent and Merger Sub with copies of any responses to any such comments. (b) Each of the Company, acting through Xxxxxx and Xxxxxx Sub agrees to promptly correct any information provided by it for use in the BoardProxy Statement if and to the extent that it has become aware that such information has become false or misleading in any material respect. The Company will take all steps necessary to cause the Proxy Statement as so corrected to be promptly filed with the SEC and disseminated to the holders of Common Shares, shall in each case, as and to the extent required by applicable federal securities laws. (c) Subject to the other provisions of this Agreement, the Company (i) will take all action necessary in accordance with applicable law the DGCL and the Company's Certificate of Incorporation and By-Laws: (i) Company Organizational Documents to duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as reasonably practicable following the date mailing of this Agreement the Proxy Statement for the purpose of considering obtaining the Company Requisite Vote (including any postponement or adjournment thereof, the “Stockholders’ Meeting”) and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to the occurrence of a Change of Board Recommendation in accordance with Section 5.3, will use reasonable best efforts to solicit from its fiduciary duties as determined stockholders proxies in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor favor of the approval of this Agreement. Subject to the provisions of this Agreement, the Company will promptly after the date hereof conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act to enable the record date for the Stockholders’ Meeting to be set so that the Stockholders’ Meeting can be held promptly following the effectiveness of the Proxy Statement. Notwithstanding anything to the contrary in this Agreement, the Company may postpone or adjourn the Stockholders’ Meeting, and at the request of Parent it shall postpone or adjourn the Stockholders’ Meeting, for a reasonable period to solicit additional proxies and votes in favor of adoption of this Agreement and Agreement, if the Asset Purchase Agreement and Company or Parent, respectively, reasonably believes there will be insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the transactions contemplated hereby and thereby and business of the written opinion of PaineWebber Incorporated Stockholders’ Meeting or to obtain the Company Requisite Vote (the "Financial Adviser") that the cash consideration to be received provided that, unless agreed in writing by the stockholders Company and Parent, all such postponements or adjournments shall be for periods of no more than ten (10) Business Days each and there shall be no more than three (3) such postponements or adjournments), or if the Company pursuant is required to postpone or adjourn the Merger is fairStockholders’ Meeting by applicable Law, order or request from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and or its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebystaff.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyAt the request of Parent, acting through the Board, Company shall in accordance with applicable law and cause the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") Stockholders’ Meeting to be duly called and held as soon as practicable following after the date of this Agreement Proxy Statement is cleared by the SEC, for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of voting on the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andMerger. (b) The Company shall take all action necessary in accordance with applicable Law and the Company Certificate of Incorporation and Company Bylaws to duly call, give notice of, and convene the Stockholders’ Meeting. (c) Subject to Sections 5.5 and 5.9, the Company shall (i) solicit from the Company Stockholders entitled to vote at the Stockholders’ Meeting proxies in favor of such approval and (ii) take all other action reasonably necessary to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (d) Parent and the Company will as promptly as practicable after the date of this Agreement jointly prepare the Proxy Statement, and the Company shall file with the Securities and Exchange Commission (the "SEC") the Proxy Statement with the SEC, and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders Company Stockholders at the earliest practicable practical time. The Company shall give furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions, and its counsel Parent shall furnish all information concerning it and Buyer as the opportunity Company may reasonably request in connection with such actions. Each party to review this Agreement will notify the other parties and the Board of Directors of the Company promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between such party or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger. If (i) at any time prior to its being filed the Stockholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and (ii) if at any time prior to the Stockholders’ Meeting, any event should occur relating to Parent or Buyer or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall file with the SEC and, if required, mail such amendment or supplement to the Company Stockholders; provided, prior to such filing, the Company and Parent shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or each other with respect to which such entities exercise voting control) amendment or supplement and shall incorporate the other’s comments, except with respect to any comment that would create a misstatement of fact or an omission of a material fact. Each of Parent and Buyer shall vote, or cause to be voted, in favor of approval the Merger and adoption of this Agreement and all shares of Company Capital Stock directly or indirectly beneficially owned by it. (e) The Company hereby consents to the transactions contemplated herebyinclusion in the Proxy Statement of the recommendation of the Board of Directors of the Company described in Section 3.3, subject to any modification, amendment or withdrawal thereof in accordance with Section 5.5.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene Company will call and hold a special meeting of its stockholders Stockholders (the "Special “Stockholders Meeting"”) to be held as soon as reasonably practicable following the date of this Agreement for the purpose of considering in order that its Stockholders may consider and taking action vote upon this Agreement and approval of the Asset Purchase Agreement Merger in accordance with the DGCL. (b) The Company will prepare and file as promptly as possible with the SEC preliminary proxy materials under the Securities and Exchange Act relating to the Stockholders Meeting. The Company will use its reasonable best efforts, after consultation with Purchaser, to respond to the comments of the SEC thereon and will make any further filings (including amendments and supplements) in connection therewith that may be necessary. The Company, as promptly as practicable, shall cause the definitive proxy materials to be mailed to its Stockholders. Purchaser agrees to provide the Company with whatever information in connection with said filings that the Company may reasonably request. Except as otherwise permitted under Section 3.4, the Board of the Directors of the Company shall not withdraw or modify (or propose to withdraw or modify) and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, Company will include in the Proxy Statement (as amended or supplementedStatement, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Company’s Board of Directors that the stockholders Stockholders of the Company vote in fa- vor favor of the approval and adoption of this Agreement and Agreement, the Asset Purchase Agreement Merger and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable timehereby. The Company shall give Parent solicit proxies and may, at its counsel the opportunity discretion, employ a proxy solicitation firm to review the Proxy Statement prior assist in disseminating proxy materials, contacting Stockholders to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will solicit proxies to vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of the approval and adoption of this Agreement Agreement, and performing the services customarily performed by such firms in transactions contemplated herebyof this type. The final Company proxy materials will comply with the Exchange Act in all material respects, and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they will be made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any information that Purchaser will supply specifically for use in said proxy materials. At or prior to the Closing, the Company shall deliver to the Purchaser a certificate of the Company's Secretary setting forth the voting results from its Stockholders Meeting.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyCompany will, acting through as soon as practicable following the Boarddate of this Agreement, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Stockholders Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of adopting this Agreement and the transactions contemplated hereby, including the Merger, by obtaining the Required Company Vote. Subject to the Company Board's fiduciary duties, the Company Board, based upon the recommendation of the Special Committee, will declare the advisability of, and recommend to its stockholders the approval and adoption of, this Agreement and the transactions contemplated hereby, including the Merger, will include such recommendation in the Proxy Statement and will take all lawful action to solicit such approval and adoption. (b) As soon as reasonably practicable following the date of this Agreement, the Company and the Acquiror will jointly prepare, and the Company will file with the SEC, a proxy statement and a form of proxy in connection with the Stockholders Meeting (such proxy statement, together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's stockholders, being the "Proxy Statement") and a Rule 13E-3 Transaction Statement (the "Schedule 13E-3"). The Acquiror will cooperate with the Company in connection with the preparation and filing with the SEC of the Proxy Statement and the Schedule 13E-3, including without limitation furnishing the Company upon request with any and all information regarding the Acquiror, the Parent or their respective affiliates, the plans of such persons for the Surviving Corporation after the Effective Time, and all other matters and information as may be required to be set forth therein under the Exchange Act. The Company will use reasonable best efforts to respond to the comments of the SEC concerning the Proxy Statement or the Schedule 13E-3 as promptly as practicable and to mail the definitive Proxy Statement to its stockholders as soon as practicable. The Company will pay the filing fees for the Proxy Statement and the Schedule 13E-3. The Acquiror will be given a reasonable opportunity to review and approve all filings with the SEC and all mailings to the Company's stockholders in connection with the Merger prior to the filing or mailing thereof. The Company and the Acquiror each agree to correct any information provided by such party for use in the Proxy Statement or the Schedule 13E-3 that becomes false or misleading. The Company will cause the fairness opinion of U.S. Bancorp Pipex Xxxxxxx xxxerred to in Section 2.17 to be included as an exhibit to the Proxy Statement and the Schedule 13E-3. (c) Each party will notify the other party promptly of (i) the receipt of any notices, comments or other communications from the SEC, and (ii) any requests by the SEC for amendments or supplements to the Proxy Statement or the Schedule 13E-3 or for additional information, and will promptly provide the other party with copies of all correspondence between such party or its representatives on the one hand and the SEC or members of its staff on the other hand with respect to the Proxy Statement or the Schedule 13E-3. (d) If, at any time prior to the Stockholders Meeting, any event should occur relating to the Company or its Subsidiaries which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform the Acquiror. If, at any time prior to the Stockholders Meeting, any event should occur relating to the Acquiror or the Parent or relating to the plans of the Acquiror for the Surviving Corporation after the Effective Time, which should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Acquiror will promptly inform the Company. In any such case, the Company or the Acquiror, as the case may be, with the cooperation of the other party, will, upon learning of such event, promptly prepare, file and, if required, mail such amendment or supplement to the Company's stockholders; provided that, prior to such filing or mailing, the parties will approve the form and content of such amendment or supplement. (e) The Company will cause Norwest Bank Minnesota, N.A., the Company's transfer agent, to make stock transfer records available to the extent reasonably necessary to effectuate the intent of this Agreement.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the BoardBoard of Directors, shall shall, if required by applicable Law to consummate the Merger, in accordance with applicable law Law and the Company's Certificate certificate of Incorporation incorporation and By-Laws: bylaws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Stockholders Meeting") ), to be held as soon as reasonably practicable following after Purchaser shall have purchased Shares pursuant to the date of this Agreement Offer, for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions Merger contemplated hereby and thereby; hereby; (ii) subject except to its fiduciary duties as determined in good faith the extent permitted by a majority of the Board, based upon the written opinion of outside counselSection 7.2(c), include in the Proxy Statement (as amended defined below), and not subsequently withdraw or supplementedmodify in any manner adverse to Purchaser or Parent, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor favor of the approval and adoption of this Agreement and the Asset Purchase Agreement Merger; and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser"iii) that the cash consideration use all reasonable efforts consistent with their fiduciary duties to be received by the solicit from stockholders of the Company pursuant to proxies in favor of the Merger is fairand take all other reasonable action necessary or, from a financial point in the reasonable opinion of viewParent, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. At such stockholders; andStockholders Meeting, Parent, Purchaser and their affiliates will vote all Shares owned by them in favor of approval and adoption of this Agreement and the Merger. (b) The If approval of the Company's stockholders is required by applicable Law to consummate the Merger following consummation of the Offer (and the Top-Up Option shall not have been exercised), the Company shall prepare and as promptly as practicable file with the Securities and Exchange Commission (the "SEC") the Proxy Statement with the SEC under the Exchange Act, and shall use all reasonable efforts to respond have the Proxy Statement cleared by the SEC. Parent, Purchaser and the Company shall cooperate with each other in the preparation of the Proxy Statement, and the Company shall promptly to notify Parent of the receipt of any comments made by of the SEC with respect to the Proxy Statement and of any preliminary version thereof, have the Proxy Statement cleared requests by the SEC for any amendment or supplement thereto or for additional information and cause shall provide to Parent promptly copies of all correspondence between the Proxy Statement to be mailed to Company or any representative of the Company's stockholders at Company and the earliest practicable timeSEC. The Company shall give Parent and its counsel the opportunity to review and comment upon the Proxy Statement Statement, including all amendments and supplements thereto, prior to its being filed with the SEC and shall consult with give Parent and its counsel regarding the opportunity to review and comment upon all responses to requests for additional information and replies to comments made by prior to their being filed with, or sent to, the SEC. At such meetingThe Company shall give consideration to all additions, deletions or changes suggested thereto by Parent, Newco Purchaser or their counsel. Each of the Company, Parent and Purchaser agrees to use all reasonable efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Shares entitled to vote at the Stockholders Meeting at the earliest practicable time. (c) If at any time prior to the Stockholders Meeting any event or circumstance relating to the Company or any Subsidiary, or their affiliates will vote all Shares owned respective officers or directors, should be discovered by them (the Company that is required to be set forth in an amendment or a supplement to the Proxy Statement in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform Parent and file such amendment or supplement with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebySEC.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Company Board, shall shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawslaw: (i) promptly establish a record date (which shall be as soon as practicable after the date of this Agreement) for, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement; provided that if in accordance with the terms of the Voting Agreement, SBIC Partners, L.P., a Texas limited partnership, provides its written consent to approve and adopt this Agreement and the Asset Purchase Transactions, the Company shall in lieu of such special meeting of the Company’s stockholders take such other action as is required or advisable to comply with applicable law concerning stockholder notice and approval of this Agreement and the transactions contemplated hereby and therebyTransactions (the stockholder approval under this Section 5.01(a)(i), the “Company Stockholders Meeting”)); (ii) subject prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its fiduciary duties as determined in good faith reasonable best efforts to obtain and furnish the information required to be included by a majority of applicable law and the Board, based upon the written opinion of outside counsel, include SEC in the Proxy Statement (as amended or supplementedhereinafter defined) and, the "Proxy Statement") required to be distributed to holders of Common Stock in connection after consultation with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairParent, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the “Proxy Statement Statement”), to be mailed to its stockholders; provided that that the Company's stockholders at Company (A) will promptly notify Parent of its receipt of any comments from the earliest practicable time. The Company shall give Parent SEC or its staff and of any request by the SEC or its counsel the opportunity to review staff for amendments or supplements of the Proxy Statement prior to or for additional information; (B) will promptly provide Parent with copies of all correspondence between the Company or any of its being filed with representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Merger and shall consult (C) will not amend or supplement the Proxy Statement without first consulting with Parent and its counsel regarding comments made by counsel; (iii) include in the SEC. At such meeting, Parent, Newco and their affiliates will Proxy Statement the recommendation of the Company Board that stockholders of the Company vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of the approval of the Merger and the adoption of this Agreement Agreement; and (iv) if applicable, use its reasonable best efforts to solicit from holders of Shares proxies in favor of the Merger and shall take all other action reasonably necessary or advisable to secure any vote or consent of stockholders required by Delaware law to effect the transactions contemplated herebyMerger. (b) Parent will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement.

Stockholders’ Meeting; Proxy Statement. (a) The If required by the DGCL in order to consummate the Merger, the Company, acting through the Company Board, shall shall, in accordance with applicable law and the Company's Company Certificate of Incorporation and By-Laws: Company Bylaws, (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following consummation of the date of this Agreement Offer for the purpose of considering and taking action upon on the adoption of this Agreement and the Asset Purchase Agreement and approval of the transactions contemplated hereby and thereby; Merger (the "Stockholders' Meeting"), (ii) subject file a proxy or information statement with the SEC in accordance with the Exchange Act (the "Proxy Statement") and shall use its reasonable best efforts to its fiduciary duties as determined in good faith have the Proxy Statement cleared by a majority of the BoardSEC, based upon the written opinion of outside counsel, and (iii) include in the Proxy Statement (as amended or supplemented, the "Proxy Statement"A) required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Company Board that the stockholders of the Company vote approve and adopt this Agreement; provided that such recommendation may be withdrawn, modified or amended to the extent the Company Board determines that the failure to do so would be inconsistent with its fiduciary duties to the Company's stockholders under applicable law (as determined by the Company Board in fa- vor good faith after consultation with counsel), and (B) the Fairness Opinion (to the extent not withdrawn). The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement shall not, at the time of mailing thereof and at the time of the Stockholders' Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Purchaser and the Company shall also take any action required to be taken under Blue Sky Laws or state securities laws in connection with the Merger. Parent, Purchaser and the Company shall cooperate with each other in taking such action and in the preparation of the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review the Proxy Statement and any amendments thereto prior to dissemination of the Proxy Statement to holders of shares of Company Common Stock. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt thereof. The Company shall provide Parent and its counsel with a reasonable opportunity, to the extent practicable, to participate in all communications with the SEC and its staff, including any meetings and telephone conferences, relating to the Proxy Statement. At the Stockholders' Meeting, Parent and Purchaser shall cause any shares of Company Common Stock acquired by Purchaser in the Offer to be voted in favor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyMerger.

Stockholders’ Meeting; Proxy Statement. (a) The If and to the extent required, the Company, acting through the Boardits Board of Directors, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) as soon as reasonably practicable following the date of this Agreement, take all action necessary to duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering approving the Recapitalization Transactions and taking action upon this Agreement and any requisite reverse stock split (the Asset Purchase Agreement and the transactions contemplated hereby and thereby; “Stockholders Meeting”), (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement, as amended or supplemented, the "“Proxy Statement"”) required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board of Directors that the stockholders of the Company vote in fa- vor favor of approving the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated Recapitalization Transactions (the "Financial Adviser"“Recommendation”) and (iii) use its commercially reasonable efforts to obtain the Company Requisite Vote; provided that the cash consideration to be received by the stockholders Board of Directors of the Company pursuant may fail to make and the Special Committee may withdraw, modify or change the Recommendation and/or may fail to use such efforts if it shall have determined in good faith, after consultation with outside legal counsel to the Merger Special Committee, that such action is fair, from necessary in order for the Board of Directors to act in a financial point of view, to such stockholders; andmanner consistent with its fiduciary duties under applicable law. (b) The If and to the extent that shareholder approval is required, then as soon as reasonably practicable following the date of this Agreement, the Company shall shall, with the assistance of Newco, prepare and file with the Securities SEC the Proxy Statement. Newco and Exchange Commission the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Newco and the Preferred Holders will furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall not file the preliminary Proxy Statement or any amendment or supplement thereto, without providing Newco a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the "SEC") Company). The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following filing with the SEC. The Company agrees to consult with Newco prior to responding to SEC comments with respect to the preliminary Proxy Statement. Each of the Preferred Holders, Newco and the Company agree to correct any information provided by it for use in the Proxy Statement which shall use all reasonable efforts to respond promptly to have become false or misleading. The Company shall, as soon as reasonably practicable, notify Newco of the receipt of any comments made by from the SEC with respect to the Proxy Statement and any preliminary version thereof, have request by the SEC for any amendment to the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyfor additional information.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in In accordance with applicable law the Company Certificate and Company Bylaws, the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene Company shall call and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following the date of this Agreement for the purpose of considering and taking action voting upon this Agreement the approval of the Merger, and the Asset Purchase Agreement and Company shall use its reasonable best efforts to hold such stockholder meeting as promptly as practicable after the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in date on which the Proxy Statement (as amended or supplementeddefined below) is cleared by the SEC. Subject to Section 5.2(d), the "Proxy Statement") required to be distributed to holders Board of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the Directors shall recommend approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received Merger by the stockholders Company's stockholders. As promptly as practicable after the date of this Agreement, the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement , and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC SEC, and cause promptly thereafter shall mail to stockholders, a proxy statement (the "PROXY STATEMENT") in connection with the meeting of the Company's stockholders to consider the Merger (the "COMPANY STOCKHOLDERS' MEETING"). The Company, Parent and Merger Sub each will promptly and timely cooperate and provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable timesatisfy all requirements of applicable state and federal securities laws. The Company shall give and Parent (with respect to Parent and its counsel the opportunity to review Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement prior relating to it (and Merger Sub with respect to Parent) or its being Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. (b) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC and shall consult with Parent and its counsel regarding comments made or first sent to stockholders, at the time of the Company Stockholders' Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or Company with respect to Parent and Merger Sub Information (as defined in Section 6.1(c)). (c) Each of Parent and Merger Sub agrees that none of the information supplied in writing by Parent or Merger Sub, or any of their respective officers, directors, representatives, agents or employees (the "PARENT AND MERGER SUB INFORMATION"), for inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders' Meeting or at the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebythey were made, not misleading.

Stockholders’ Meeting; Proxy Statement. (a) The CompanyAt the request of Parent, acting through the Board, Company shall in accordance with applicable law and cause the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") Stockholders' Meeting to be duly called and held as soon as practicable following the date of this Agreement practicable, for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of voting on the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; andMerger. (b) The Company shall take all action necessary in accordance with applicable Law and the Company Certificate of Incorporation and Company Bylaws to duly call, give notice of, and convene the Stockholders' Meeting. (c) The Company shall solicit from the Company Stockholders entitled to vote at the Stockholders' Meeting proxies in favor of such approval and shall take all other action reasonably necessary or, in the reasonable judgment of Parent, helpful to secure the vote or consent of such holders required by the DGCL or this Agreement to effect the Merger. (d) Parent and the Company will as promptly as practicable after the date of this Agreement jointly prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders Company Stockholders at the earliest practicable practical time. The Company shall give furnish all information concerning it and the holders of its capital stock as Parent may reasonably request in connection with such actions. If (i) at any time prior to the Stockholders' Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent and its counsel (ii) if at any time prior to the opportunity Stockholders' Meeting, any event should occur relating to review Parent or Buyer or any of their respective associates or affiliates, or relating to the plans of any such persons for the Company after the Effective Time that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company and Parent, will, upon learning of such event, promptly prepare, and the Company shall mail such amendment or supplement to the Company Stockholders; PROVIDED, prior to such mailing, the Company and Parent shall consult with each other with respect to such amendment or supplement and shall incorporate the other's comments thereon. Each of Parent and Buyer shall vote, or cause to be voted, in favor of the Merger and this Agreement all shares of Company Common Stock directly or indirectly beneficially owned by it. (e) The Company hereby consents to the inclusion in the Proxy Statement prior of the recommendation of the Board of Directors of the Company described in SECTION 3.3, subject to any modification, amendment or withdrawal thereof, and represents that the Independent Advisor has, subject to the terms of its engagement letter with the Company and the Board of Directors of the Company (the "INDEPENDENT ADVISOR ENGAGEMENT LETTER"), consented to the inclusion of references to its being filed with opinion in the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyProxy Statement.

Stockholders’ Meeting; Proxy Statement. (a) The Subject to the Company's rights under Section 7.1(c)(ii), the Company, acting through the Boardits Board of Directors, shall shall, in accordance with applicable law and the Company's Certificate of Incorporation and By-Lawslaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and (the Asset Purchase Agreement and "Special Meeting") as soon as practicable following the transactions contemplated hereby and therebydate hereof; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and use reasonable best efforts to file with the United States Securities and Exchange Commission (the "SEC"), by July 12, 2002, a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable efforts (A) to obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in the Proxy Statement and shall use all reasonable efforts (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and, as soon as practicable thereafter to cause a definitive proxy statement (the "Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement Statement") to be mailed to its stockholders and (B) to obtain the Company's necessary approvals of the Merger and this Agreement by its stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review as soon as practicable; and (iii) include in the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by recommendation of the SEC. At such meeting, Parent, Newco and their affiliates will Board that stockholders of the Company vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of the approval of the Merger and the adoption of this Agreement Agreement, unless such recommendation has been withdrawn, or as such recommendation has been modified or amended, in each case in accordance with Section 5.2, and the transactions contemplated herebyopinion of Xxxxxxx Sachs & Co. (the "Financial Advisor") described in Section 3.20, if the Financial Advisor authorizes such inclusion, which authorization the Company will request; (b) Parent shall provide the Company with the information concerning Parent and Merger Sub required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares (if any) then owned by it, Merger Sub or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as As soon as practicable following practicable, Calgene shall prepare and file with the date of this Agreement for SEC under the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; Exchange Act preliminary proxy materials (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required for the purpose of soliciting proxies from its stockholders to be distributed to holders vote in favor of Common Stock in connection with (i) the Merger the recommendation issuance of the Board that Shares, (ii) the stockholders Certificate of Amendment, and (iii) the election of the Company vote in fa- vor of directors contemplated by the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated Amendment (the "Financial AdviserProposals") that at the cash consideration Stockholders Meeting. Calgene shall promptly respond to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") any SEC comments on the Proxy Statement and shall otherwise use all reasonable its best efforts to respond resolve as promptly as practicable all SEC comments to any comments made by the satisfaction of the SEC. Calgene shall furnish to Monsanto and its counsel copies of the preliminary Proxy Statement prior to filing it with the SEC with respect and copies of the final Proxy Statement prior to mailing it to stockholders. (b) Promptly following the resolution to the satisfaction of the SEC of all SEC comments on the Proxy Statement and any preliminary version thereof(or the expiration of the ten-day period under Rule 14a-6(a) under the Exchange Act, have the Proxy Statement cleared if no SEC comments are received by the SEC and cause such date), Calgene shall distribute the Proxy Statement to be mailed its stockholders and solicit proxies from its stockholders to vote in favor of the Company's stockholders at Proposals. (c) Calgene shall comply with all applicable provisions of and rules under the earliest practicable timeExchange Act and all applicable provisions of the Delaware General Corporation Law in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Stockholders Meeting. The Company Without limiting the foregoing, Calgene shall give Parent and its counsel the opportunity to review ensure that the Proxy Statement prior does not, as of the date on which it is distributed to its being filed with stockholders, and as of the SEC and date of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that Calgene shall consult with Parent and its counsel regarding comments made not be responsible for the accuracy or completeness of any information furnished by Monsanto in writing for inclusion in the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyProxy Statement).

Stockholders’ Meeting; Proxy Statement. (a) The Company2.2.1 If required by applicable law in order to consummate the Merger, acting through the BoardE/One will, shall in accordance with applicable New York law and the CompanyE/One's Certificate Articles of Incorporation and By-Laws: (i) duly callBylaws, give notice of, convene call and hold a special meeting of its stockholders (the "Special Stockholders' Meeting") to be held as soon as practicable following the date of this Agreement on which the Offer is consummated for the purpose of considering and taking action upon this Agreement and approving the Asset Purchase Agreement and Merger. Subject to Section 6.2.2, the transactions contemplated hereby and thereby; (ii) subject E/One Board will recommend to its fiduciary duties as determined stockholders that the Merger be approved, and E/One will use its best efforts to solicit from its stockholders proxies in good faith by a majority favor of the Boardapproval of the Merger (Stockholder Approval), based upon and will take all other action necessary or advisable to secure the written opinion vote or consent of outside counselstockholders required by New York law to obtain such consents. 2.2.2 E/One will, include as soon as practicable following the consummation of the Offer, prepare and file a preliminary Proxy Statement to solicit Stockholder Approval (the Proxy Statement) with the SEC and will use its best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement, as finalized, to be mailed to E/One's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the staff. Sub and PCC will provide to E/One in writing all information regarding Sub and PCC necessary for the preparation of the Proxy Statement. E/One will notify PCC 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 (as amended or supplementedfor additional information and will supply PCC with copies of all correspondence between E/One or any of its representatives, on the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement one hand, and the Asset Purchase Agreement and SEC or its staff, on the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fairother hand, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and or the Merger. If at any preliminary version thereof, have time before the Stockholders' Meeting there occurs any event that should be set forth in an amendment or supplement to the Proxy Statement cleared by the SEC Statement, E/One will promptly prepare and cause the mail to its stockholders such an amendment or supplement. E/One will not mail any Proxy Statement, or any amendment or supplement thereto, to which PCC reasonably objects. The Proxy Statement will include the E/One Board's recommendation that E/One's stockholders grant proxies to approve the Merger; provided, however, that such recommendation may be mailed withdrawn, modified, or amended if and to the Company's stockholders at extent the earliest practicable time. The Company shall give Parent and its counsel the opportunity E/One Board determines, in good faith after consultation with outside legal counsel, that a failure to review the Proxy Statement prior do so would be contrary to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebyfiduciary obligations.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in In accordance with applicable law the Company Certificate and Company Bylaws, the Company's Certificate of Incorporation and By-Laws: (i) duly call, give notice of, convene Company shall call and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon promptly as practicable following the date of this Agreement for the purpose of considering and taking action voting upon this Agreement the approval of the Merger, and the Asset Purchase Agreement and Company shall use its reasonable best efforts to hold such stockholder meeting as promptly as practicable after the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in date on which the Proxy Statement (as amended or supplementeddefined below) is cleared by the SEC. Subject to Section 5.2(d), the "Proxy Statement") required to be distributed to holders Board of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the Directors shall recommend approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received Merger by the stockholders Company’s stockholders. As promptly as practicable after the date of this Agreement, the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement , and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC SEC, and cause promptly thereafter shall mail to stockholders, a proxy statement (the “Proxy Statement”) in connection with the meeting of the Company’s stockholders to consider the Merger (the “Company Stockholders’ Meeting”). The Company, Parent and Merger Sub each will promptly and timely cooperate and provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable timesatisfy all requirements of applicable state and federal securities laws. The Company shall give and Parent (with respect to Parent and its counsel the opportunity to review Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement prior relating to it (and Merger Sub with respect to Parent) or its being Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. (b) The Company agrees that the Proxy Statement will not, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC and shall consult with Parent and its counsel regarding comments made or first sent to stockholders, at the time of the Company Stockholders’ Meeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation, warranty or covenant is hereby made, or will be made, by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or Company with respect to Parent and Merger Sub Information (as defined in Section 6.1(c)). (c) Each of Parent and Merger Sub agrees that none of the information supplied in writing by Parent or Merger Sub, or any of their respective officers, directors, representatives, agents or employees (the “Parent and Merger Sub Information”), for inclusion in the Proxy Statement, or in any amendments thereof or supplements thereto, at the time the Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to stockholders, at the time of the Company Stockholders’ Meeting or at the Effective Time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated herebythey were made, not misleading.

Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, Company shall take all action necessary in accordance with applicable law Law and the Company's Company Certificate of Incorporation and By-Laws: (i) Company Bylaws to duly call, give notice of, and convene and hold a special meeting of its stockholders (the "Special Meeting") to be held Stockholders’ Meeting as soon promptly as practicable following after the Proxy Statement is cleared by the SEC, for the purpose of obtaining Company Stockholder Approval. (b) In connection with the Merger and the Stockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.8(d), recommend to the Company Stockholders to vote in favor of the approval of the Merger Agreement and the Merger and use commercially reasonable efforts to obtain the Company Stockholder Approval and (ii) otherwise comply with the legal requirements applicable to the Stockholders’ Meeting. (c) The Company will as promptly as practicable after the date of this Agreement for prepare the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby; (ii) subject to its fiduciary duties as determined in good faith by a majority of the BoardProxy Statement, based upon the written opinion of outside counsel, include in file the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval SEC, and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and (b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all commercially reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by comments of the SEC and to cause the Proxy Statement to be mailed to the Company's stockholders Company Stockholders at the earliest practicable practical time. Parent shall furnish all information concerning it as the Company may reasonably request in connection with such actions. The Company shall give Parent will notify the other parties promptly of the receipt of the comments of the SEC, if any, and its counsel of any request by the opportunity SEC for amendments or supplements to review the Proxy Statement or for additional information with respect thereto, and will supply the other parties with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Statement or the Merger, and, after consultation with Parent, the Company shall respond promptly to any such comments by, or request for additional information from, the SEC. If (i) at any time prior to its being filed the Stockholders’ Meeting, any event should occur relating to the Company or any of the Subsidiaries that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly inform Parent; and (ii) if at any time prior to the Stockholders’ Meeting, any event should occur relating to Parent or Buyer or any of their respective associates or affiliates that should be set forth in an amendment of, or a supplement to, the Proxy Statement, Parent will promptly inform the Company, and in the case of (i) or (ii) the Company will, upon learning of such event, promptly prepare, and file with the SEC and shall consult with and, if required, mail such amendment or supplement to the Company Stockholders. Each of Parent and its counsel regarding comments made by the SEC. At such meetingBuyer shall vote, Parentor cause to be voted, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval the Merger and adoption of this Agreement and the transactions contemplated herebyall shares of Company Capital Stock directly or indirectly beneficially owned by it.