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

Stockholders’ Meeting; Proxy Statement. (a) Micrion will take, in accordance with Massachusetts law and Micrion's Articles of Organization and Bylaws, all action necessary to convene a meeting of its stockholders (the "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 issued in connection with the transactions contemplated hereby. Except to the extent the Micrion Board determines in good faith, after receipt of 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 Micrion Board shall unanimously recommend that the stockholders of Micrion approve this Agreement and thereby approve the 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 shall take all lawful action to solicit such approval.

Stockholders’ Meeting; Proxy Statement. (a) Micrion will takeIf required by Delaware Law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with Massachusetts applicable law and Micrion's Articles the Company Certificate of Organization Incorporation and Company Bylaws, all action necessary to (i) duly call, give notice of, convene and hold a meeting of its stockholders (the "Micrion Stockholders Meeting") as promptly as practicable after following consummation of the Form S-4 (hereinafter defined) is declared effective to consider Offer for the purpose of considering and vote upon approval taking action on the adoption of this Agreement. FEI will take, in accordance with Oregon law Agreement 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 Merger (the "Stockholders' Meeting"), (ii) 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 have the Proxy Statement cleared by the SEC, and (iii) include in the Proxy Statement (A) the recommendation of FEI Common Stock the Company Board that the stockholders of the Company 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 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 issued 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 transactions contemplated herebyMerger. Except 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 Micrion Board determines 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 good faith, after receipt the Offer to be voted in favor of 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 Micrion Board shall unanimously recommend that the stockholders approval and adoption of Micrion approve this Agreement and thereby approve the 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 shall take all lawful action to solicit such approvalMerger.

Stockholders’ Meeting; Proxy Statement. (a) Micrion will take, in accordance with Massachusetts law Delphax shall call and Micrion's Articles of Organization and Bylaws, all action necessary to convene hold a meeting of its stockholders (the "Micrion “Stockholders Meeting"”) as promptly soon as reasonably practicable after the Form S-4 (hereinafter defined) is declared effective to in order that its stockholders may consider and vote upon approval (i) a proposal to approve the issuance and sale to Air T of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement. FEI , and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will takenot apply to, or govern in accordance with Oregon law any manner, Delphax 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") stockholders. Delphax will prepare as promptly as practicable after possible proxy materials relating to the Form S-4 is declared effective to consider Stockholders Meeting and vote upon cause the approval of the issuance of FEI Common Stock proxy materials to be issued in connection mailed to its stockholders. Air T agrees to provide Delphax with the transactions contemplated hereby. Except information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the Micrion Board determines in good faith, after receipt of 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 lawproxy statement, the Micrion recommendation of Delphax’s Board shall unanimously recommend of Directors that the stockholders of Micrion approve Delphax vote in favor of (i) the approval and adoption of this Agreement and thereby approve the transactions contemplated hereby, and (ii) the amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act does not apply to, or govern in any manner, Delphax and its stockholders. Delphax shall take all lawful action solicit proxies and may, at its discretion, employ a proxy solicitation firm to assist in disseminating proxy materials, contacting stockholders to solicit such proxies to vote in favor of the approval and shall not withdraw or modify such recommendationadoption of this Agreement, and performing the FEI Board services customarily performed by such firms in transactions of this type. At or prior to the Closing, Delphax shall recommend that deliver to Air T a certificate of Delphax’s Secretary setting forth the stockholders of FEI approve the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby and shall take all lawful action to solicit such approvalvoting results from its Stockholders Meeting.

Stockholders’ Meeting; Proxy Statement. If required by applicable law in order to consummate the Merger, the Company will (ai) Micrion will takeduly call, in accordance with Massachusetts law give notice of, convene and Micrion's Articles of Organization and Bylaws, all action necessary to convene hold a special meeting of its stockholders (the "Micrion Stockholders Meeting") as promptly as practicable after following the Form S-4 (hereinafter defined) is declared effective acceptance for payment and purchase of the Minimum Shares by the Purchaser pursuant to consider the Offer for the purpose of considering and vote upon approval of this Agreement. FEI will take, in accordance with Oregon law and its Articles of Incorporation and Bylaws, all taking 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 Merger and the adoption of FEI Common Stock to be issued in connection the Merger Agreement and (ii) prepare and file with the transactions contemplated hereby. Except Commission, subject to the extent prior approval of the Micrion Board determines in good faithPurchaser (which approval shall not be unreasonably withheld), after receipt preliminary and final versions of written advice from outside legal counsel experienced in a proxy statement (the "Proxy Statement") and proxy and other filings relating to such mattersstockholders' meeting as required by the Securities Exchange Act of 1934, that such action is incompatible with compliance by its directors with their respective fiduciary duties under applicable lawas amended (the "Exchange Act"). Subject to the terms of the Merger Agreement, the Micrion Company has agreed to include in the Proxy Statement the recommendation of the Board shall unanimously recommend of Directors of the Company (based on the recommendation of the Special Committee) that the stockholders of Micrion approve this Agreement the Company vote in favor of the approval of the Merger and thereby approve the transactions contemplated herebyadoption of the Merger Agreement. Notwithstanding the foregoing, shall take all lawful action to solicit such approval and shall not withdraw or modify such recommendationthe Purchaser may at its election execute a written consent approving the Merger, and the FEI Board Company shall recommend that the notify stockholders of FEI approve such action by the issuance Purchaser in lieu of FEI Common Stock to be issued holding a stockholders' meeting in connection accordance with the transactions contemplated hereby By-laws of the Company and Section 228 of the DGCL. The Company must also prepare and file with the Commission, subject to the prior approval of the Purchaser (which approval shall take all lawful action to solicit such approvalnot be unreasonably withheld), preliminary and final versions of an information statement as required by the Exchange Act.

Stockholders’ Meeting; Proxy Statement. (a) Micrion will takeSubject to Section 5.5(b) and Section 5.8, as soon as reasonably practicable after the SEC confirms that it has no further comments on the Proxy Statement, the Company shall use commercially reasonable efforts in accordance with Massachusetts law and Micrion's Articles of Organization and applicable Law, the Company Certificate, the Company Bylaws, all action necessary and NYSE rules to establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the "Micrion “Stockholders Meeting"”) as promptly as practicable for the purpose of obtaining the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company may postpone or adjourn the Stockholders Meeting (i) with the consent of Ultimate Parent, (ii) for the absence of a quorum, (iii) after consultation with Ultimate Parent, to allow reasonable additional time for any supplemental or amended disclosure which the Form S-4 Company has determined in good faith (hereinafter definedafter consultation with outside counsel) is declared effective reasonably necessary under applicable Law and for such supplemental or amended disclosure to consider be disseminated 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 reviewed by the Company’s stockholders prior to convene a meeting of its stockholders (the "FEI Stockholders Meeting," and either the FEI Stockholders Meeting or (iv) after consultation with Ultimate Parent, to allow additional solicitation of votes in order to obtain the Micrion Stockholders Meeting, a "Stockholders Meeting") as promptly as practicable after the Form S-4 is declared effective Company Stockholder Approval. Subject to consider and vote upon the approval of the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby. Except to the extent the Micrion Board determines in good faith, after receipt of 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 lawSection 5.8, the Micrion Company Board shall unanimously recommend that make the Company Recommendation and shall use its reasonable best efforts to obtain the Company Stockholder Approval and to take all other action reasonably necessary or advisable to secure the vote or consent of the stockholders of Micrion approve the Company required by the Company Certificate, the Company Bylaws, the rules of the NYSE and the DGCL. Notwithstanding anything to the contrary in this Agreement, unless this Agreement and thereby approve has been terminated pursuant to Article VII (and, for the transactions contemplated herebyavoidance of doubt, nothing contained in this Section 5.5 shall take all lawful action in any way affect the Company’s termination rights pursuant to solicit such approval and shall not withdraw or modify such recommendationArticle VII), and if the FEI Company Board shall recommend that have made a Company Adverse Recommendation Change, the Company shall nonetheless submit this Agreement to its stockholders of FEI approve at the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby and shall take all lawful action to solicit such approvalStockholders Meeting.