Common use of Stockholders Meeting; Recommendations Clause in Contracts

Stockholders Meeting; Recommendations. Crosstex shall take, in accordance with the DGCL and the Organizational Documents of Crosstex, all actions reasonably necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Crosstex Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement is declared effective and the Proxy Statement is cleared by the SEC for the purpose of securing the Crosstex Stockholder Approval and, in any event (subject to the last sentence of this Section 6.2), within thirty (30) days of the date the Proxy Statement is mailed to the holders of Crosstex Common Stock, unless otherwise agreed by the parties; provided, however, that Crosstex shall have no obligation to hold the Crosstex Stockholder Meeting prior to sixty (60) days after the Execution Date. The Proxy Statement shall (i) state that the Crosstex Board has (x) approved this Agreement and the transactions contemplated hereby; and (y) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Crosstex and its stockholders; (ii) include the recommendation of the Crosstex Board that the holders of Crosstex Common Stock vote to adopt this Agreement (such recommendation described in clause (ii), the “Crosstex Recommendation”) (except in the case of subclause (i)(y) and clause (ii) to the extent that Crosstex effects a Crosstex Recommendation Change in accordance with Section 6.4); and (iii) subject to the consent of the Crosstex Financial Advisors, include the written opinions of the Crosstex Financial Advisors, that, as of the Execution Date and based upon and subject to the assumptions, qualifications and limitations set forth in such opinion, the Crosstex Merger Consideration to be received by the holders (other than New Acacia and any direct or indirect subsidiary of New Acacia) of Crosstex Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holders. Unless Crosstex effects a Crosstex Recommendation Change in accordance with Section 6.4, Crosstex shall use its reasonable best efforts to solicit from stockholders of Crosstex votes in favor of the Crosstex Stockholder Approval; provided, however, that if the Crosstex Board effects a Crosstex Recommendation Change in accordance with Section 6.4, Crosstex may cease to use such efforts. The Crosstex Board shall not effect a Crosstex Recommendation Change except pursuant to and solely as permitted by Section 6.4. Notwithstanding any Crosstex Recommendation Change, unless this Agreement has been terminated in accordance with the terms hereof, (x) this Agreement shall be submitted to the stockholders of Crosstex at the Crosstex Stockholder Meeting and nothing contained herein shall be deemed to relieve Crosstex of such obligation and (y) Crosstex shall not submit to the vote of its stockholders any Acquisition Proposal other than the Mergers. Notwithstanding anything to the contrary contained in this Agreement, Crosstex may adjourn or postpone the meeting of Crosstex’ stockholders to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Crosstex’ stockholders to provide any disclosure required by applicable Law to be provided to Crosstex’ stockholders, or, if as of the time for which the meeting of Crosstex’ stockholders is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Crosstex Common Stock represented (either in person or by proxy) to (A) constitute a quorum necessary to conduct business at such meeting or (B) to approve the Crosstex Merger; provided, however, that, unless otherwise agreed to by the parties, no adjournment may be to a date on or after three (3) Business Days prior to the End Date.

Stockholders Meeting; Recommendations. Crosstex Forest shall take, in accordance with the DGCL NYBCL and the Forest Organizational Documents of CrosstexDocuments, all actions reasonably necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Crosstex Forest Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement is declared effective and the Proxy Statement is cleared by the SEC for the purpose of securing the Crosstex Forest Stockholder Approval and, in any event (subject to the last sentence of this Section 6.2), within thirty (30) days of the date the Proxy Statement is mailed to the holders of Crosstex Common Stock, unless otherwise agreed by the parties; provided, however, that Crosstex shall have no obligation to hold the Crosstex Stockholder Meeting prior to sixty (60) days after the Execution DateApproval. The Proxy Statement shall (i) state that the Crosstex Forest Board has (xA) approved this Agreement and the transactions contemplated hereby; and (yB) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Crosstex Forest and its stockholders; and (iiC) include the recommendation of the Crosstex Forest Board that the holders of Crosstex Forest Common Stock vote to adopt approve the adoption of this Agreement and, if necessary, the provisions of the New Forest Charter and New Forest Bylaws (such recommendation described in clause (iiC), the “Crosstex Forest Recommendation”) (except except, in the case of subclause clauses (i)(yB) and clause (ii) C), to the extent that Crosstex Forest effects a Crosstex Forest Recommendation Change in accordance with Section 6.4); and (iiiii) subject to the consent of the Crosstex Forest Financial AdvisorsAdvisor, include the written opinions opinion of the Crosstex Forest Financial AdvisorsAdvisor, that, as of the Execution Date and based upon and subject to the assumptions, qualifications and limitations set forth in such opinion, the Crosstex Merger Consideration to be received by the holders (other than New Acacia and any direct or indirect subsidiary of New Acacia) of Crosstex Common Stock pursuant to this Agreement Exchange Ratio is fair, from a financial point of view, to such holdersthe holders of Forest Common Stock. Unless Crosstex effects there has been a Crosstex Forest Recommendation Change in accordance with Section 6.4, Crosstex Forest shall use its reasonable best efforts to solicit from stockholders of Crosstex Forest votes in favor of the Crosstex Forest Stockholder Approval; provided, however, that if the Crosstex Board effects a Crosstex Recommendation Change in accordance with Section 6.4, Crosstex may cease to use such efforts. The Crosstex Forest Board shall not effect a Crosstex Forest Recommendation Change Change, except pursuant to and solely as permitted by Section 6.4. Notwithstanding any Crosstex Forest Recommendation Change, unless this Agreement has been terminated in accordance with pursuant to the terms hereof, (x) this Agreement shall be submitted to the stockholders of Crosstex Forest at the Crosstex Forest Stockholder Meeting and nothing contained herein shall be deemed to relieve Crosstex Forest of such obligation and (y) Crosstex obligation. In addition to the foregoing, Forest shall not submit to the vote of its stockholders any Acquisition Proposal other than the MergersTransactions. Notwithstanding anything to the contrary contained in this Agreement, Crosstex Forest may adjourn or postpone the meeting of Crosstex’ Forest’s stockholders to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Crosstex’ Forest’s stockholders to provide any disclosure required by applicable Law to be provided to Crosstex’ stockholders, or, if as of the time for which the meeting of Crosstex’ Forest’s stockholders is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Crosstex Forest Common Stock represented (either in person or by proxy) to (A) constitute a quorum necessary to conduct business at such meeting or (B) to approve the Crosstex Mergermeeting; provided, however, that, unless otherwise agreed to by the parties, that no adjournment may be to a date on or after three (3) Business Days prior to the End Date.

Stockholders Meeting; Recommendations. Crosstex Parent shall take, in accordance with the DGCL and the its Organizational Documents of CrosstexDocuments, all actions reasonably necessary to mail the Proxy Statement to Parent’s stockholders and to establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders (the “Crosstex Parent Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement is declared effective and the Proxy Statement is cleared by the SEC for the purpose of securing the Crosstex Parent Stockholder Approval andApproval. Unless a Parent Recommendation Change is effected in accordance with Section 6.1, in any event (subject to the last sentence of this Section 6.2), within thirty (30) days of the date the Proxy Statement is mailed to the holders of Crosstex Common Stock, unless otherwise agreed by the parties; provided, however, that Crosstex shall have no obligation to hold the Crosstex Stockholder Meeting prior to sixty (60) days after the Execution Date. The Proxy Statement shall (i) state that the Crosstex Parent Board has unanimously (xA) approved this Agreement and the transactions contemplated herebyTransactions; and (yB) determined that this Agreement and the transactions contemplated hereby Transactions are advisable, fair to and in the best interests of Crosstex Parent and its stockholders; and (iiC) include the recommendation of the Crosstex Board that the holders of Crosstex Common Stock vote to adopt this Agreement (such recommendation described in clause (ii), the “Crosstex Parent Recommendation”) (except in the case of subclause (i)(y) and clause (ii) to the extent that Crosstex effects a Crosstex Recommendation Change in accordance with Section 6.4); and (iiiii) subject to the consent of the Crosstex Parent Financial AdvisorsAdvisor, which consent has been obtained, include the written opinions of the Crosstex Financial Advisors, that, as of the Execution Date and based upon and subject to the assumptions, qualifications and limitations set forth in such opinion, the Crosstex Merger Consideration to be received by the holders (other than New Acacia and any direct or indirect subsidiary of New Acacia) of Crosstex Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holdersParent Fairness Opinion. Unless Crosstex effects a Crosstex Parent Recommendation Change is effected in accordance with Section 6.46.1, Crosstex Parent shall use its reasonable best efforts to solicit from stockholders of Crosstex Parent votes in favor of the Crosstex Parent Stockholder Approval; provided, however, that if the Crosstex Board effects a Crosstex Recommendation Change in accordance with Section 6.4, Crosstex may cease to use such efforts. The Crosstex Board shall not effect a Crosstex Recommendation Change except pursuant to and solely as permitted by Section 6.4. Notwithstanding any Crosstex Parent Recommendation Change, unless this Agreement has been terminated in accordance with the terms hereof, (x) this Agreement shall be submitted to the stockholders of Crosstex Parent at the Crosstex Parent Stockholder Meeting and nothing contained herein shall be deemed to relieve Crosstex Parent of such obligation and (y) Crosstex unless this Agreement has been validly terminated pursuant to the terms hereof. In addition to the foregoing, Parent shall not submit to the vote of its stockholders any Acquisition Parent Alternative Proposal or other acquisition proposal other than the MergersTransactions. Notwithstanding anything Anything to the contrary contained in this AgreementAgreement notwithstanding, Crosstex Parent may adjourn or postpone the meeting of Crosstex’ stockholders Parent Stockholder Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement that Parent has determined in good faith (after consultation with outside legal counsel) is necessary under applicable Law is provided to Crosstex’ stockholders to provide any disclosure required by applicable Law to be provided to Crosstex’ Parent’s stockholders, or(ii) if, if as of the time for which the meeting of Crosstex’ Parent’s stockholders is originally scheduled (as set forth in the Proxy Statement) ), there are insufficient shares of Crosstex Parent Common Stock represented (either in person or by proxy) to (A) constitute a quorum necessary to conduct business at such meeting or (Biii) with the consent of the Company, to approve solicit additional proxies necessary to obtain the Crosstex MergerParent Stockholder Approval; provided, however, that, unless otherwise agreed to by the parties, that no adjournment may be to a date on or after three (3) Business Days prior to the End Date.

Stockholders Meeting; Recommendations. Crosstex Forest shall take, in accordance with the DGCL rules and regulations of the New York Stock Exchange (the “NYSE”), the NYBCL and the Forest Organizational Documents of CrosstexDocuments, all actions reasonably necessary to call, give notice of, convene and hold a meeting of its stockholders (the “Crosstex Forest Stockholder Meeting”) as soon as reasonably practicable after the Registration Statement is declared effective and date on which the SEC confirms it has no further comments on the Proxy Statement is cleared by the SEC for the purpose of securing the Crosstex Forest Stockholder Approval, the Authorized Share Amendment Approval, the Name Change Amendment Approval and, in any event (subject to the last sentence of this Section 6.2), within thirty (30) days of Forest Board approving the date the Proxy Statement is mailed 2014 LTIP and resolving to recommend that the holders of Crosstex Forest Common StockStock vote to approve the LTIP Proposals (which resolution shall, unless otherwise agreed if the Forest Board approves the 2014 LTIP, be considered in good faith by the parties; providedForest Board as promptly as practicable following such approval), however, that Crosstex shall have no obligation to hold the Crosstex Stockholder Meeting prior to sixty (60) days after the Execution DateLTIP Proposal Approvals. The Proxy Statement shall (i) state that the Crosstex Forest Board has (xA) approved this Agreement and the transactions contemplated hereby; and (yB) determined that this Agreement and the transactions contemplated hereby are advisable, fair to and in the best interests of Crosstex Forest and its stockholders; and (iiC) include the recommendation of the Crosstex Forest Board that the holders of Crosstex Forest Common Stock vote to adopt this Agreement approve the issuance of the Sabine Contribution Consideration, the Authorized Share Amendment and the Name Change Amendment (such recommendation recommendations described in clause (iiC), the “Crosstex Forest Recommendation”) (except except, in the case of subclause clauses (i)(yB) and clause (ii) C), to the extent that Crosstex Forest effects a Crosstex Forest Recommendation Change in accordance with Section 6.4); and (iiiii) subject to the consent of the Crosstex Forest Financial AdvisorsAdvisor, include the written opinions opinion of the Crosstex Forest Financial AdvisorsAdvisor, that, as of the Original Execution Date and based upon and subject to the assumptions, qualifications and limitations set forth in such opinion, the Crosstex Exchange Ratio (as defined in the Original Merger Consideration to be received by the holders (other than New Acacia and any direct or indirect subsidiary of New AcaciaAgreement) of Crosstex Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holdersthe holders of Forest Common Stock. Unless Crosstex effects there has been a Crosstex Forest Recommendation Change in accordance with Section 6.4, Crosstex Forest shall use its reasonable best efforts to solicit from stockholders of Crosstex Forest votes in favor of the Crosstex Forest Stockholder Approval; provided, however, that if the Crosstex Board effects a Crosstex Recommendation Authorized Share Amendment Approval and the Name Change in accordance with Section 6.4, Crosstex may cease to use such effortsApproval. The Crosstex Forest Board shall not effect a Crosstex Forest Recommendation Change Change, except pursuant to and solely as permitted by Section 6.4. Notwithstanding any Crosstex Forest Recommendation Change, unless this Agreement has been terminated in accordance with pursuant to the terms hereof, (x) this Agreement Agreement, the Authorized Share Amendment, the Name Change Amendment and, subject to the Forest Board approving the 2014 LTIP and resolving to recommend that the holders of Forest Common Stock vote to approve the LTIP Proposals, the LTIP Proposals shall be submitted to the stockholders of Crosstex Forest at the Crosstex Forest Stockholder Meeting and nothing contained herein shall be deemed to relieve Crosstex Forest of such obligation and (y) Crosstex obligation. In addition to the foregoing, Forest shall not submit to the vote of its stockholders any Acquisition Proposal other than the MergersTransactions. Notwithstanding anything to the contrary contained in this Agreement, Crosstex Forest may adjourn or postpone the meeting of Crosstex’ Forest’s stockholders to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Crosstex’ Forest’s stockholders to provide any disclosure required by applicable Law to be provided to Crosstex’ stockholders, or, if as of the time for which the meeting of Crosstex’ Forest’s stockholders is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Crosstex Forest Common Stock represented (either in person or by proxy) to (A) constitute a quorum necessary to conduct business at such meeting or (B) to approve the Crosstex Mergermeeting; provided, however, that, unless otherwise agreed to by the parties, that no adjournment may be to a date on or after three (3) Business Days prior to the End Date.