Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate the transactions contemplated herein; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, The Company acting through the Board, Board shall, in accordance with applicable law, as soon as practicable: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Stockholders' Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate taking action upon the transactions contemplated hereinProxy Proposal; (iib) prepare and file include in the proxy statement (the "Proxy Statement") to be distributed to the Company's stockholders in connection with the SEC a preliminary proxy statement relating Proxy Proposal, including any amendments or supplements thereto (which Proxy Statement shall be in form and content reasonably satisfactory to the matters Purchasers), the recommendation of the Board that the stockholders of the Company vote in favor of the approval of the Proxy Proposal; (c) provide a reasonable opportunity for the Purchasers and their counsel to be considered at review and provide comment on the Special Meeting pursuant Proxy Statement prior to this Agreement and its filing; (d) use its reasonable best efforts (xi) to obtain and furnish the information required to be included by the SEC it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy statement version thereof and to cause a definitive proxy statement (the "Proxy Statement") Statement to be mailed to its stockholders at the earliest practicable time and (yii) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholdersstockholders of the Proxy Proposal; and (iiie) subject cause the Proxy Statement (i) not to 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 fiduciary obligations statements therein, in light of the Board circumstances under which they are made, not misleading, and (ii) to comply as to form in all material respects with the applicable law as advised provisions of the Exchange Act and the rules and regulations thereunder, provided that the Company makes no covenant with respect to any written information supplied by outside counsel, include the Purchasers specifically for inclusion in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyStatement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "“Special Meeting"”) as soon as practicable following the purchase acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "“Proxy Statement"”) to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations duties of the Board under applicable law as advised by outside counselCompany Board, include in the Proxy Statement the recommendation of the Board Company Recommendation that stockholders of the Company vote in favor of the approval of this Agreement; and (iv) include in the Merger and adoption Proxy Statement the opinion of this Agreement and such other matters as may be necessary Credit Suisse Securities USA LLC (“CS”) referred to consummate the transactions contemplated herebyin Section 4.21. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly as soon as practicable to any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (yB) to obtain the necessary approvals of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly as soon as practicable to any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (yB) to obtain the necessary approvals of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by the Company’s certificate of incorporation or applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable lawlaw and upon Parent’s request: (i) duly call, give notice of, convene convene, and hold a special meeting of its stockholders (the "“Special Meeting"”) as soon as practicable following the purchase acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its commercially reasonable best efforts to (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "“Proxy Statement"”) to be mailed to its stockholders and (yB) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselcounsel (as provided in Section 1.02(a)), include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser Purchaser, or any of its other subsidiaries their respective affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If Subject to the terms and conditions of this Agreement, if the adoption of this Agreement by the Company’s stockholders at a meeting of stockholders is required by applicable law in order Law (including if the conditions to consummate the MergerTop-Up Option are not satisfied or if the Top-Up Option is for any reason deemed to be invalid or unenforceable), the Company, acting through the Company Board, shall, in accordance with applicable lawshall take the following actions: (i) as soon as reasonably practicable following the Acceptance Time, and in consultation with Parent, Purchaser and their counsel, prepare and file with the SEC a preliminary proxy statement or preliminary information statement, as applicable (such proxy statement or information statement, as amended and supplemented, the “Proxy/Information Statement”) relating to the Merger and this Agreement and use its commercially reasonable efforts to obtain and furnish the information required to be included by the Exchange Act in the Proxy/Information Statement and, after consultation with Parent, Purchaser and their counsel, to respond promptly to, and attempt to resolve, any comments received from the SEC with respect to the preliminary Proxy/Information Statement and cause to be mailed to the Company’s stockholders a definitive Proxy/Information Statement, a copy of this Agreement or a summary thereof and take all actions necessary to (x) comply with the Dissenters’ Rights Statutes (including, without limitation, the notice requirements set forth in NRS 92A.410) and (y) subject to the proviso in Section 2.10(a)(ii), obtain the necessary approval of this Agreement by its stockholders; (ii) include in the Proxy/Information Statement the recommendation referred to in Section 4.3(b); provided, however, that such recommendation may be withdrawn, modified or amended, in each case (x) in accordance with the provisions of Section 6.2(c) or (y) other than in connection with an Alternative Proposal, if the Company Board shall have determined in good faith (after consultation with the Company’s outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law; and (iii) as soon as reasonably practicable following the clearance of the Proxy/Information Statement by the SEC, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special “Stockholders’ Meeting"”) as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may Agreement; provided, however, that the Company shall be necessary permitted to consummate delay or postpone convening the transactions contemplated herein; Stockholders’ Meeting if the Company Board shall have determined in good faith (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with the Company’s outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable Law. (b) Parent and Purchaser shall in the case of a Stockholders’ Meeting, cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent, to respond promptly to Purchaser or any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") of their Affiliates to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote voted in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (bc) The Company, Parent agrees that it will voteand Purchaser shall cooperate with each other in the preparation of any Proxy/Information Statement required hereunder. Parent, Purchaser and their counsel shall be given a reasonable opportunity to review and comment upon the Proxy/Information Statement prior to the filing thereof with the SEC, and the Company shall not file any preliminary or definitive Proxy/Information Statement, or cause amendment or supplement thereto, without providing Parent, Purchaser and their counsel a reasonable opportunity to review and comment thereon (which comments shall be votedreasonably considered in good faith by the Company). The Company shall provide Parent, all Purchaser and their counsel, promptly after receipt thereof, with copies of any written comments or other material communications the Shares then owned Company or its counsel receives from time to time from the SEC or its staff with respect to the Proxy/Information Statement, and with copies of any written responses to and telephonic notification of any material verbal responses received from the SEC or its staff by it, the Purchaser Company or its counsel with respect to the Proxy/Information Statement. If at any of its other subsidiaries in favor of time prior to the approval and adoption of this Agreement by the Company’s stockholders the Company shall become aware of the occurrence of any event or other circumstance relating to it or any of the Company Subsidiaries as to which an amendment or supplement to the Proxy/Information Statement shall be required, the Company shall promptly prepare and mail to its stockholders such amendment or supplement. The Company shall not mail the Proxy/Information Statement, or any amendment or supplement thereto, without reasonable advance consultation with Parent, Purchaser and their counsel. (d) The Company agrees that the information relating to the Company and the Company Subsidiaries contained in the Proxy/Information Statement, or in any other document filed in connection with this Agreement or any of the Transactions with any other Governmental Entity (to the extent such information was provided by the Company for inclusion therein), at the respective times that the applicable document is filed with the SEC or such other matters as may Governmental Entity and (if applicable) first mailed or otherwise disseminated to stockholders of the Company and, in addition, in the case of the Proxy/Information Statement, at the date it or any amendment or supplement thereto is mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, will not 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 consummate make the transactions contemplated herebystatements therein, in light of the circumstances under which they are made, not misleading. (e) Parent shall provide the Company with the information concerning Parent, Purchaser and their respective Affiliates required to be included in the Proxy/Information Statement. Parent agrees that the information relating to Parent, Purchaser and their respective Affiliates contained in the Proxy/Information Statement, or in any other document filed in connection with this Agreement or any of the Transactions with any other Governmental Entity (to the extent such information was provided by Parent or Purchaser for inclusion therein), at the respective times that the applicable document is filed with the SEC or such other Governmental Entity and first mailed or otherwise disseminated to stockholders of the Company and, in addition, in the case of the Proxy/Information Statement, at the date it or any amendment or supplement thereto is mailed to the Company’s stockholders and at the time of the Stockholders’ Meeting, will not 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 are made, not misleading.

Stockholders Meeting. (a) If required by the Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon the approval of the Merger and the adoption of this Agreement; and otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.3, the Board of Directors of the Company shall recommend the approval and adoption of the Merger, this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinhereby to the Company's stockholders; (ii) promptly prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, and to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") and all other proxy materials to be mailed to its stockholders stockholders, and (y) to obtain the necessary approvals of this the Merger, Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 5.3, include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside independent counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will shall provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the The Company, acting through the Boardits Board of Directors, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "“Special Meeting"”) as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer date hereof for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinMerger; (ii) prepare and file with the SEC a preliminary proxy statement or information statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and any other required filings, and use its commercially reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy or information statement (the "“Proxy Statement"”) and any other required documents to be mailed to its stockholders and (yB) subject to Section 5.02, to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations second sentence of the Board under applicable law as advised by outside counselSection 5.02(b), include in the Proxy Statement the recommendation of the Company’s Board of Directors and the Special Committee that the stockholders of the Company vote in favor of the approval of the Merger adopt and adoption of approve this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyMerger. (b) Parent agrees that it will voteNotwithstanding any change in the Company Board’s or the Special Committee’s recommendation pursuant to Section 5.02(b), or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and the Merger shall be submitted to the stockholders of the Company at the Special Meeting for the purpose of obtaining the Company Stockholder Approval, and nothing contained in this Agreement shall be deemed to relieve the Company of such other matters as may be necessary to consummate the transactions contemplated herebyobligation, unless this Agreement is terminated in accordance with its terms.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Company Board under applicable law as advised by outside counselprovided in Section 1.02(a), include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Plan of Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the CompanySeller, acting through the BoardSeller Board of Directors, shall, in accordance with applicable lawLaw: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "‘‘Special Meeting"’’) as soon as practicable following the purchase acceptance for payment of and payment for Shares shares of Seller Common Stock by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "‘‘Proxy Statement"’’) to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations duties of the Seller Board under applicable law as advised by outside counselof Directors, include in the Proxy Statement the recommendation of the Board Seller Recommendation that stockholders of the Company Seller vote in favor of the approval of this Agreement; and (iv) include in the Merger and adoption Proxy Statement the opinion of this Agreement and such other matters as may be necessary Seller’s Advisor referred to consummate the transactions contemplated herebyin Section 5.21. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares shares of Seller Common Stock then owned by it, the Purchaser or any of its other subsidiaries Subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law the GCL in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable lawthe GCL: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Stockholders' Meeting") as soon as practicable following the purchase acceptance for payment of and payment for the Shares by the Parent and/or Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (including any amendment or supplement thereto, the "Proxy Statement") to be mailed to its stockholders stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its counsel and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsellaw, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) At such meeting, each of Parent agrees that it and Purchaser will vote (and will cause each of their respective affiliates to vote, or cause to be voted), all of the Shares (if any) then owned by it, the Purchaser them (or any of its other subsidiaries their respective affiliates) in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (yB) to obtain the necessary approvals of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary Agreement. Parent agrees that it will not transfer, sell or assign any of the shares of the Purchaser prior to consummate the transactions contemplated herebyEffective Date.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, The Company acting through the Board, Board shall, in --------------------- accordance with applicable law, as soon as practicable: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Stockholders' Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate taking action upon the transactions contemplated hereinProxy Proposal; (iib) prepare and file include in the proxy statement (the "Proxy Statement") to be distributed to the Company's stockholders in connection with the SEC a preliminary proxy statement relating Proxy Proposal, including any amendments or supplements thereto (which Proxy Statement shall be in form and content reasonably satisfactory to the matters Purchasers), the recommendation of the Board that the stockholders of the Company vote in favor of the approval of the Proxy Proposal; (c) provide a reasonable opportunity for the Purchasers and their counsel to be considered at review and provide comment on the Special Meeting pursuant Proxy Statement prior to this Agreement and its filing; (d) use its reasonable best efforts (xi) to obtain and furnish the information required to be included by the SEC it in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to and respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary proxy statement version thereof and to cause a definitive proxy statement (the "Proxy Statement") Statement to be mailed to its stockholders at the earliest practicable time and (yii) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholdersstockholders of the Proxy Proposal; and (iiie) subject cause the Proxy Statement (i) not to 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 fiduciary obligations statements therein, in light of the Board circumstances under which they are made, not misleading, and (ii) to comply as to form in all material respects with the applicable law as advised provisions of the Exchange Act and the rules and regulations thereunder, provided that the Company makes no covenant with respect to any written information supplied by outside counsel, include the Purchasers specifically for inclusion in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyStatement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the The Company, acting through the Boardits Board of Directors, shall, in accordance with applicable lawlaw and subject to the provisions of SECTION 5.5 and ARTICLE VII hereof: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special MeetingSPECIAL MEETING") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering voting on the approval and adopting adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinMerger; (iib) prepare and file with the SEC United States Securities and Exchange Commission (the "SEC") a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parentthe Purchaser, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy StatementPROXY STATEMENT") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iiic) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.Agreement; and (bd) Parent agrees that it will vote, or cause use its best efforts to be voted, all solicit from holders of the Shares then owned by it, the Purchaser or any of its other subsidiaries proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of the Purchaser, advisable to secure any approval and adoption of this Agreement and such other matters as may be necessary stockholders required by the DGCL to consummate effect the transactions contemplated herebyMerger.

Stockholders Meeting. (a) If required by applicable law in order Subject to consummate the Mergerprovisions of Section 4.4, the Company, acting through its Board of Directors (the Board"Board of Directors"), shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable following the purchase execution of and payment for Shares by the Purchaser pursuant to the Offer this agreement for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinagreement; (ii) prepare and file with the SEC Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement statement, including any amendment or supplement thereto (the "Proxy Statement") ), to be mailed to its stockholders stockholders, provided that no amendment or supplement to the Proxy Statement shall be made by the Company without consultation with Parent and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholderscounsel; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, (x) include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the Merger approve this agreement and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby. , (by) Parent agrees that it will vote, or cause use reasonable efforts to be voted, all solicit from stockholders of the Shares then owned by it, the Purchaser or any of its other subsidiaries Company proxies in favor of the approval and adoption of this Agreement agreement, and take all other actions reasonably necessary or advisable to secure such other matters as may be necessary vote, and (z) cooperate with Parent, LLC and Sub with respect to consummate each of the transactions contemplated herebyforegoing matters.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the BoardCompany Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as reasonably practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer Offers for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable commercial best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 5.3(b) and 6.2, include in the Proxy Statement the recommendation recommendations of (x) the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such (y) the Special Committee that the holders of the Class A Shares (other matters as may be than the Stockholders (excluding Jeffrey G. Katz)) vote in favor of the approval of txx Xxxxxx xxx xhe adoption of this Agreement; and (iv) subject to Sections 5.3(b) and 6.2, use its commercial best efforts to solicit from its stockholders proxies in favor of the Merger and take all other action reasonably necessary or advisable to consummate secure the transactions contemplated herebyapproval of stockholders required by the DGCL and any other applicable law to effect the Merger. (b) Parent agrees that it will to vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (x) to obtain and furnish the information required by the SEC to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Company Board under applicable law as advised by outside counselprovided in Section 1.2(a), include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries subsidiaries, including all Shares purchased pursuant to the Offer, in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement Agreement; and (iv) use its best efforts to solicit from holders of Shares proxies in favor of the Merger and such shall take all other matters as may be action necessary or, in the reasonable opinion of Parent, advisable to consummate secure any approval of stockholders required by the transactions contemplated herebyDGCL to effect the Merger. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as reasonably practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defineddefined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations applicable provisions of the Board under applicable law as advised by outside counselthis Agreement, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement Agreement; and (iv) use its best efforts to solicit from holders of Shares proxies in favor of the Merger and such shall take all other matters as may be action reasonably necessary or advisable to consummate secure the transactions contemplated herebyapproval of stockholders required by the DGCL to effect the Merger. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries Subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special MeetingSPECIAL MEETING") to be held as soon as practicable following the acceptance for purchase of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defineddefined herein) and, after consultation with Parent, to respond promptly to as soon as practicable any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy StatementPROXY STATEMENT") to be mailed to its stockholders at the earliest practicable date following expiration or termination of the Offer, and (yB) to obtain the necessary approvals of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of the Merger and adoption of this Agreement (except as set forth in the proviso to Section 1.2(a)) and such other matters as may be necessary to consummate the transactions contemplated herebyFairness Opinion. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate the transactions contemplated herein; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger, this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and Merger, the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. If the conditions described in clauses (a) If and (b) of Paragraph 2.1 are satisfied, and if approval by the Company's stockholders is required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable lawCompany will: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase of and payment for Shares by the Purchaser pursuant to the Offer Expiration Date for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate approving the transactions contemplated hereinMerger (the "Stockholders Meeting"); (iib) prepare and as promptly as practicable after the Expiration Date, (i) file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") and other proxy soliciting materials relating to the Stockholders Meeting, (ii) respond promptly to any comments made by the staff of the SEC with respect to the Proxy Statement or other proxy soliciting materials, (iii) cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the Expiration Date, and (yiv) in all other respects, use its best efforts to obtain the necessary approvals of cause its stockholders to adopt this Agreement and such other matters as may be necessary to consummate approve the transactions contemplated hereby by its stockholdersMerger; and and 11 (iiic) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that the stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may approve the Merger, unless the Board, based upon written advice from its counsel, determines in good faith that the failure to amend or withdraw that recommendation could reasonably be necessary to consummate the transactions contemplated hereby. (b) Parent agrees that it will vote, or cause expected to be voted, all a breach of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebydirectors' fiduciary duties under applicable law.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the BoardCompany Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as reasonably practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer Offers for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable commercial best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 5.3(b) and 6.2, include in the Proxy Statement the recommendation recommendations of (x) the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such (y) the Special Committee that the holders of the Class A Shares (other matters as may be than the Stockholders (excluding Xxxxxxx X. Xxxx)) vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) subject to Sections 5.3(b) and 6.2, use its commercial best efforts to solicit from its stockholders proxies in favor of the Merger and take all other action reasonably necessary or advisable to consummate secure the transactions contemplated herebyapproval of stockholders required by the DGCL and any other applicable law to effect the Merger. (b) Parent agrees that it will to vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (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 acceptance for purchase of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (xA) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defineddefined herein) and, after consultation with Parent, to respond promptly to as soon as practicable any comments made by the SEC with respect to the preliminary proxy statement and to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders at the earliest practicable date following expiration or termination of the Offer, and (yB) to obtain the necessary approvals of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of the Merger and adoption of this Agreement (except as set forth in the proviso to Section 1.2(a)) and such other matters as may be necessary to consummate the transactions contemplated herebyFairness Opinion. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law:: 4 (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser Acquisition Sub pursuant to the Offer for the purpose of considering and adopting taking action upon the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herein; Agreement; (ii) prepare and file with the SEC Commission a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC Commission in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC Commission with respect to the preliminary proxy or information statement and to cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") ), to be mailed to its stockholders stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without the consultation and (y) approval of Parent and its counsel, and to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and Agreement, unless such other matters recommendation has been withdrawn, or as may be necessary to consummate such recommendation has been modified or amended, in each case in accordance with the transactions contemplated herebyprovisions of this Agreement. (b) Parent agrees that it will shall provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) 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 "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinOffer; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC federal securities laws (and the rules and regulations thereunder) in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and Agreement, unless such other matters recommendation has been withdrawn, or as may be necessary to consummate such recommendation has been modified or amended, in each case in accordance with the transactions contemplated herebyprovisions of this Agreement. (b) Parent agrees that it will shall provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the BoardCompany Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "“Special Meeting"”) as soon as reasonably practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer Offers for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable commercial best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "“Proxy Statement"”) to be mailed to its stockholders and (y) to obtain the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and; (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 5.3(b) and 6.2, include in the Proxy Statement the recommendation recommendations of (x) the Company Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such (y) the Special Committee that the holders of the Class A Shares (other matters as may be than the Stockholders (excluding Xxxxxxx X. Xxxx)) vote in favor of the approval of the Merger and the adoption of this Agreement; and (iv) subject to Sections 5.3(b) and 6.2, use its commercial best efforts to solicit from its stockholders proxies in favor of the Merger and take all other action reasonably necessary or advisable to consummate secure the transactions contemplated herebyapproval of stockholders required by the DGCL and any other applicable law to effect the Merger. (b) Parent agrees that it will to vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in In order to consummate the Mergertransactions contemplated by this Agreement, the CompanySeller, acting through the Boardits Board of Directors, shall, in accordance with applicable lawlaw and its organizational documents: (ia) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable following after the purchase expiration of and payment for Shares by the Purchaser pursuant to the Offer Due Diligence Period for the purpose of considering voting on the approval and adopting adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinTransactions; (iib) prepare and and, as promptly as practicable after the expiration of the Due Diligence Period, file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement and the transactions contemplated hereby (the "Proxy Statement") and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, and to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement Proxy Statement and to cause a definitive proxy statement (the "Proxy Statement") Statement to be mailed to its stockholders at the earliest practicable time, provided however, prior to filing or mailing of the Proxy Statement, Seller shall allow Purchaser to review and (y) to obtain make reasonable comments on the necessary approvals of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; andProxy Statement; (iiic) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 6.6, include in the Proxy Statement the recommendation of the Board of Directors of Seller that stockholders of the Company Seller vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.; and (bd) Parent agrees that it will vote, or cause use commercially reasonable efforts to be voted, all solicit from holders of the Shares then owned by it, the Purchaser or any shares of its other subsidiaries common stock proxies in favor of Seller and shall take all other action necessary or, in the reasonable opinion of Seller, advisable to obtain approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyby this Agreement from stockholders holding at least a majority of the shares entitled to vote.

Stockholders Meeting. (a) If required by the Certificate of --------------------- Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon promptly as practicable --------------- following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon the approval of the Merger and the adoption of this Agreement; and otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.3, the Board of Directors of the Company shall recommend the approval and adoption of the Merger, this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinhereby to the Company's stockholders; (ii) promptly prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, and to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy statement or information statement, including any amendment or supplement thereto (the "Proxy Statement") --------------- and all other proxy materials to be mailed to its stockholders stockholders, and (y) to obtain the necessary approvals of this the Merger, Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by outside counselSection 5.3, include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby.

Stockholders Meeting. (a) If required the Purchaser owns less than 90% of the Shares following the purchase of Shares by applicable law in order the Purchaser pursuant to consummate the MergerOffer, the Company, acting through the Boardits Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the acceptance for payment and purchase of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the matters to be considered at the Special Meeting pursuant to Merger and this Agreement and use its reasonable best efforts (x) to Agreement, obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and to cause a definitive proxy or information statement (the "Proxy Statement") to be mailed to its stockholders and (y) use its best efforts to obtain the necessary approvals adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Board under applicable law as advised by the Company's outside counsel, include in the Proxy Statement the recommendation of the Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will provide the Company with the information concerning Parent and the Purchaser required to be included in the Proxy Statement and will vote, or cause to be voted, all of the Shares then owned by itParent, the Purchaser or any of its other subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as soon as practicable following the purchase acceptance for payment of and payment for Common Shares by the Purchaser pursuant to the Offer for the purpose of considering and adopting taking action upon this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereinAgreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to the matters to be considered at the Special Meeting pursuant to this Agreement Agreement, and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (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 to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement and such other matters as may be necessary to consummate the transactions contemplated hereby by its stockholders; and (iii) subject to the fiduciary obligations of the Company Board under applicable law as advised by outside counselprovided in Section 1.2(a), include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement. (b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Plan of Merger and adoption of this Agreement and such other matters as may be necessary to consummate the transactions contemplated herebyAgreement.