Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) Dynegy will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. (a) Dynegy willHLTH shall, in accordance with the DGCL, Delaware case-law interpreting the DGCL and HLTH’s organizational documents, duly call, give notice of and hold a meeting of HLTH’s stockholders as promptly as reasonably practicable for the purpose of voting upon the adoption of this Agreement (the “HLTH Stockholders’ Meeting”). WebMD shall, in accordance with the DGCL, Delaware case-law interpreting the DGCL and WebMD’s organizational documents, duly call, give notice of and hold a meeting of WebMD’s stockholders as promptly as practicable for the purpose of voting upon the adoption of this Agreement and the approval of the Share Issuance (the “WebMD Stockholders’ Meeting”). Each of HLTH and WebMD shall use its reasonable best efforts to hold the Stockholders’ Meetings on the same day as soon as practicable after the date hereof on which the Registration Statement becomes effective. Each of HLTH and WebMD shall include in the Proxy Statement the recommendation of their respective boards of directors that stockholders of each entity vote in favor of the approval of the Merger and the adoption of this Agreement. Each of HLTH and WebMD shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the approval of the Share Issuance, as applicable, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders. (b) Subject to Article IX, HLTH agrees to vote, or cause to be voted, all of the shares of (i) take all steps reasonably necessary WebMD Class A Common Stock and (ii) WebMD Class B Common Stock then beneficially owned by it or a HLTH Subsidiary in favor of the approval of the Merger and the adoption of this Agreement. (c) Subject to Article IX, the obligation of HLTH and WebMD to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy HLTH Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special ’ Meeting and the Dynegy Special Meeting WebMD Stockholders’ Meeting, as applicable, and to hold a vote of the HLTH Common Stock holders and the WebMD Common Stock holders on this Agreement shall not be held on the same day unless limited or otherwise agreed affected by Illinova and Dynegya Competing Transaction.

Stockholders Meetings. (a) Dynegy will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Company and hold Acquirer each shall call a special meeting of its respective stockholders (the "DYNEGY SPECIAL COMPANY STOCKHOLDER MEETING" and the "ACQUIRER STOCKHOLDER MEETING," respectively, and together, the "STOCKHOLDERS MEETINGS") to be held as promptly as practicable in accordance with applicable law and each company's certificate of incorporation and by-laws for the purpose of securing voting upon (i) in the Dynegy Stockholders' Approvalcase of the Company, the adoption and approval of this Agreement and the transactions contemplated hereby (the "COMPANY STOCKHOLDER APPROVAL"), and (ii) distribute in the case of Acquirer, the items contemplated by the Acquirer Stockholder Approval. Except as otherwise required by the fiduciary duties of its Board of Directors (as determined in good faith by such Board following the receipt of advice of its outside legal counsel to such effect) and in accordance with Sections 5.2 and 6.2, as the case may be, of this Agreement, (i)(A) the Company will, through its Board of Directors, recommend to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, Agreement and the Transactions and to secure the Illinova Stockholders' Approval, Merger and (ivB) Acquirer will, through its Board of Directors, recommend to its stockholders the approval of the issuance of Acquirer Common Stock in the Merger and the approval of the amendments to Acquirer's certificate of incorporation to increase the authorized number of shares of Acquirer Common Stock to 175,000,000 shares and (ii) each of the Company and Acquirer will use all commercially reasonable efforts to obtain the foregoing approval of their respective stockholders. Acquirer and the Company shall coordinate and cooperate and consult with Dynegy with respect to each the timing of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing Stockholders Meetings and shall each use all commercially reasonable efforts to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held hold Stockholders Meetings on the same day unless otherwise agreed by Illinova and Dynegyas soon as practicable after the date on which the Form S-4 becomes effective.

Stockholders Meetings. (a) Dynegy willPromptly after the date hereof, Silknet will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to cause the Silknet Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon this Agreement and the Merger, and Kana will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to cause the Kana Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon the Kana Voting Proposal. Unless otherwise mutually agreed by Kana and Silknet, Kana and Silknet shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day and as soon as practicable after the date hereof hereof. Subject to their rights under Section 8.01(i) and Section 8.01(j), Silknet and Kana shall solicit from their respective stockholders proxies in favor of the approval and adoption of this Agreement and approval of the Merger (iin the case of Silknet stockholders) and the Kana Voting Proposal (in the case of Kana stockholders), and will take all steps reasonably other action necessary or advisable to callsecure the vote or consent of their respective stockholders required by the rules of Nasdaq or the DGCL to obtain such approvals; provided, give notice ofhowever, convene and hold a special meeting of that neither Silknet nor Kana shall be required to take any action that its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy respective Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply after consultation with outside legal counsel would be inconsistent with its fiduciary duties to its stockholders under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Silknet may adjourn or postpone the Silknet Stockholders' Meeting, and Kana may adjourn or postpone the Kana Stockholders' Meeting, to the extent that (i) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to such party's stockholders in advance of the applicable 34 41 vote or (ii) additional time is reasonably required to solicit proxies in favor of the approvals required by Section 7.01(a) or (iii) as of the time for which such stockholders' meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting. Silknet shall ensure that Silknet Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Silknet in connection with Silknet Stockholders' Meeting are solicited, and Kana shall ensure that Kana Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Kana in connection with Kana Stockholders' Meeting are solicited, in compliance with the DGCL, applicable charter documents, the rules of Nasdaq and all other applicable legal requirements. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Board of Directors of Silknet shall recommend that Silknet stockholders vote in favor of the approval and hold a special meeting adoption of its stockholders (this Agreement and approval of the "ILLINOVA SPECIAL MEETING") for Merger at the purpose of securing the Illinova Silknet Stockholders' Approval, Meeting; (ii) distribute the Prospectus/Proxy Statement shall include a statement to its shareholders the Proxy Statement/Prospectus effect that the Board of Directors of Silknet has recommended that Silknet stockholders vote in accordance with applicable federal favor of the approval and state law adoption of this Agreement and its articles approval of incorporation the Merger at Silknet Stockholders' Meeting; and bylaws(iii) neither the Board of Directors of Silknet nor any committee thereof shall withdraw, which Proxy Statement/Prospectus will contain amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Kana the recommendation of the Illinova Board of Directors of Silknet that its Silknet stockholders approve vote in favor of the approval and adopt adoption of this Agreement and approval of the TransactionsMerger; provided, and (iii) use all reasonable efforts to solicit however, that nothing in this Agreement shall prevent the Board of Directors of Silknet from withholding, withdrawing, amending or modifying its stockholders proxies recommendation in favor of approval and adoption of this Agreement, Agreement and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each approval of the foregoing matters; providedMerger if: (A) a Silknet Superior Offer is made to Silknet and is not withdrawn, (B) neither Silknet nor any of its representatives shall have violated any of the restrictions set forth in Section 6.02, (C) five business days elapse following delivery by Silknet to Kana of written notice advising Kana that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of IllinovaSilknet intends to withhold, withdraw, amend or modify its recommendation; and (D) the Board of Directors of Silknet concludes in good faith, after considering applicable state law and consultation with its outside counsel, that, in light of such Silknet Superior Offer, the failure to withhold, withdraw, amend or modify such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Silknet to Silknet stockholders under applicable law. For purposes of this Agreement, "Silknet Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (x) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Silknet pursuant to which the stockholders of Silknet immediately preceding such transaction hold less than fifty percent (50%) of the equity interest in the surviving or resulting entity of such transaction; (y) a sale or other disposition by Silknet of assets (excluding inventory and used equipment sold in the ordinary course of business) representing all or substantially all of Silknet's assets, or (z) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Silknet), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing fifty percent (50%) or more of the voting power of the then outstanding shares of capital stock of Silknet, in each case on terms that, in the good faith judgment of the Board of Directors of Silknet (after consultation with an investment bank of nationally recognized reputation) are substantially more favorable to Silknet stockholders than the Merger (after taking into account all relevant factors, including the 35 42 anticipated long-term value and based upon strategic benefits of the written advice Merger to Silknet stockholders, any conditions to the Silknet Superior Offer, the timing of independent legal counselthe consummation of the transaction pursuant to the Silknet Superior Offer, determines the risk of nonconsummation thereof and the need for any required governmental or other consents, filings and approvals); provided, however, that an offer shall only be a Silknet Superior Offer if any financing required to consummate the transaction contemplated by such offer is committed or is otherwise reasonably likely in the good faith that such action is necessary for such judgment of Silknet's Board of Directors to comply with its fiduciary duties to its stockholders under applicable lawbe obtained by such third party on a timely basis. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. (a) Dynegy willWyndham shall call and hold a meeting of its stockholders entitled to vote, which meeting shall also serve as Wyndham's annual meeting for the election of directors (it being understood that such election shall not affect the obligation of the Resigning Directors to resign and that Wyndham will not propose any nominees for election as Class A or Class C directors that are not Class A or Class C Directors on the date hereof) (the "STOCKHOLDERS' MEETING"), as promptly as reasonably practicable for the purpose of seeking the Merger Approval, and Wyndham shall use its reasonable best efforts to hold the Stockholders' Meeting as soon as practicable following the filing of a definitive proxy statement relating to such meeting. Subject to Section 5.1(d), the Board of Directors of Wyndham shall recommend the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby at the Stockholders' Meeting. (b) Unless the holders of the Series B Preferred Stock shall have previously acted by written consent with respect to the Series B Approval, Wyndham shall call and hold a meeting of the holders of the Series B Preferred Stock (the "SERIES B MEETING") as promptly as practicable for the purpose of seeking the Series B Approval, and Wyndham shall use its reasonable best efforts to hold the Series B Meeting as soon as practicable following the filing of a definitive proxy statement relating to such meeting. Subject to Section 5.1(d), the Board of Directors of Wyndham shall recommend the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby at the Series B Meeting. (c) Wyndham shall coordinate the timing of the meetings so that they occur on the same date and at locations that are proximate to one another. (d) Notwithstanding anything to the contrary contained herein, the Board of Directors of Wyndham may not withdraw, modify or amend, or propose to withdraw, modify or amend, the recommendations made in contemplation of or pursuant to this Agreement in any manner adverse to the Investors unless such Board has determined in good faith, after consultation with outside legal counsel, that failure to take such action would result in a breach of its fiduciary obligations to the date hereof stockholders of Wyndham under applicable law. (ie) take all steps reasonably necessary The obligation of Wyndham to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approval, (ii) distribute Meeting and Series B Meeting and to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting vote of its Wyndham's stockholders (on this Agreement and the "ILLINOVA SPECIAL MEETING") for Merger at the purpose of securing the Illinova Stockholders' ApprovalMeeting and the Series B Meeting shall not be limited or otherwise affected by the withdrawal, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles modification or amendment of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Wyndham Board of Directors that its Wyndham's stockholders adopt and approve the Merger and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. (a) Dynegy willCOMPANY STOCKHOLDER MEETING. The Company and its Board of Directors (the "COMPANY BOARD") shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation (the "COMPANY CHARTER") and Bylaws (the "COMPANY BYLAWS") to duly call and hold, as promptly soon as reasonably practicable after the date hereof (i) take all steps reasonably necessary to callhereof, give notice of, convene and hold a special meeting of its the Company's stockholders (the "DYNEGY COMPANY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with considering and based voting upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene the approval and hold a special meeting adoption of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the TransactionsMerger contemplated hereby (the "MERGER PROPOSAL") and (ii) the approval of the Recapitalization and amendment of the Company Charter in relation thereto (the "RECAPITALIZATION PROPOSAL"). The only matters the Company shall propose to be acted on by the Company's stockholders at the Company Special Meeting shall be the Merger Proposal, Recapitalization Proposal and related matters incidental to the consummation of the Merger and the Recapitalization. The Company Board will recommend that the Company's stockholders vote in favor of approval and adoption of the Merger Proposal, subject to Section 6.5, and (iii) the Recapitalization Proposal in connection with the Merger, and the Company will use all its reasonable best efforts to solicit from its stockholders proxies in favor of such approval and adoption of this Agreement, and the Transactions and take all other action necessary or advisable to secure the Illinova Stockholders' Approvalvote or consent of stockholders of the Company required by the DGCL, the Company Charter or otherwise to effect the Merger and the Recapitalization. (b) PARENT STOCKHOLDER MEETING. Parent and its Board of Directors (the "PARENT BOARD") shall take all action necessary in accordance with applicable law and the Parent's Articles of Incorporation (the "PARENT CHARTER") and Bylaws (the "PARENT BYLAWS") to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Parent's stockholders (the "PARENT STOCKHOLDER MEETING") for the purpose of considering and voting upon (i) the issuance of the shares of Parent Common Stock, Parent Warrants and Parent Derivative Securities in connection with the Merger (the "ISSUANCE"), and (ivii) cooperate if and consult with Dynegy with respect to each the extent deemed necessary or advisable by the Parent Board, any other actions, transactions or matters whether or not related to this Agreement or any of the foregoing matterstransactions contemplated hereby; providedPROVIDED, HOWEVER, that this Section 8.12(b) such other actions, transactions or matters shall not delay the holding of the Parent Stockholder Meeting. The Parent Board will not prohibit recommend that Parent's stockholders vote in favor of approval of the Illinova Board of Directors Issuance at such meeting, and Parent will use reasonable best efforts to solicit from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable proxies in favor of such approval and take all other action necessary or advisable to secure the vote or consent of stockholders of the Parent required by law, the Parent Charter or otherwise to effect the Merger. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. (a) Dynegy will, as promptly As soon as reasonably practicable after following the date hereof of this Agreement and the effectiveness of the Form F-4, the Company, acting through its Board of Directors, shall (i) subject to Section 6.1(c), take all steps reasonably action necessary to duly call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing adopting this Agreement (such meeting, including any adjournments or postponements, the Dynegy Stockholders' Approval"Company Stockholders Meeting"), (ii) distribute subject to its stockholders Section 6.4(b), include in the Company Proxy Statement/Prospectus in (a) will not prohibit Statement the Dynegy Board recommendation of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors that the stockholders of Dynegy, after consultation with the Company vote in favor of the adoption of this Agreement (the "Company Board Recommendation") and based upon (iii) use its reasonable best efforts to obtain the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable lawCompany Requisite Vote. (b) Illinova will, as promptly As soon as reasonably practicable after following the date hereof of this Agreement, the effectiveness of the Form F-4 and the approval of the European Prospectus by the AFM, the Priority Foundation and Parent, acting through its Supervisory and/or Executive Boards, shall (i) subject to Section 6.1(c), take all steps reasonably action necessary to duly call, give notice of, convene and hold a special general meeting of its stockholders (such meeting, including any adjournments or postponements, the "ILLINOVA SPECIAL MEETINGParent Stockholders Meeting") for the purpose purposes of securing obtaining the Illinova Stockholders' ApprovalParent Requisite Vote, (ii) distribute subject to its shareholders Section 6.5(b), include in the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain Parent Circular the recommendation of the Illinova Board Supervisory and Executive Boards of Directors Parent that its the stockholders of Parent approve the resolution of the Supervisory and adopt Executive Boards of Parent to enter into this Agreement and (the Transactions, "Parent Board Recommendation") and (iii) use all its reasonable best efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and obtain the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable lawParent Requisite Vote. (c) The Illinova Special Company Stockholders Meeting and the Dynegy Special Parent Stockholders Meeting shall be held on the same day unless otherwise date, which date shall be agreed upon by Illinova the Company and DynegyParent acting reasonably.

Stockholders Meetings. (a) Dynegy willPromptly after the date hereof, Silknet will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to cause the Silknet Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon this Agreement and the Merger, and Kana will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to cause the Kana Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon the Kana Voting Proposal. Unless otherwise mutually agreed by Kana and Silknet, Kana and Silknet shall coordinate and cooperate with respect to the timing of such meetings and shall use their reasonable best efforts to hold such meetings on the same day and as soon as practicable after the date hereof hereof. Subject to their rights under Section 8.01(i) and Section 8.01(j), Silknet and Kana shall --------------- --------------- solicit from their respective stockholders proxies in favor of the approval and adoption of this Agreement and approval of the Merger (in the case of Silknet stockholders) and the Kana Voting Proposal (in the case of Kana stockholders), and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or the DGCL to obtain such approvals; provided, however, that neither Silknet nor Kana -------- ------- shall be required to take any action that its respective Board of Directors determines in good faith after consultation with outside legal counsel would be inconsistent with its fiduciary duties to its stockholders under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Silknet may adjourn or postpone the Silknet Stockholders' Meeting, and Kana may adjourn or postpone the Kana Stockholders' Meeting, to the extent that (i) take such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to such party's stockholders in advance of the applicable vote or (ii) additional time is reasonably required to solicit proxies in favor of the approvals required by Section 7.01(a) or (iii) as of the time for which such stockholders' meeting is --------------- originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting. Silknet shall ensure that Silknet Stockholders' Meeting is called, noticed, convened, held and conducted, and that all steps proxies solicited by Silknet in connection with Silknet Stockholders' Meeting are solicited, and Kana shall ensure that Kana Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Kana in connection with Kana Stockholders' Meeting are solicited, in compliance with the DGCL, applicable charter documents, the rules of Nasdaq and all other applicable legal requirements. (i) The Board of Directors of Silknet shall recommend that Silknet stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger at the Silknet Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of Silknet has recommended that Silknet stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger at Silknet Stockholders' Meeting; and (iii) neither the Board of Directors of Silknet nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Kana the recommendation of the Board of Directors of Silknet that Silknet stockholders vote in favor of the approval and adoption of this Agreement and approval of the Merger; provided, however, that nothing in this Agreement shall prevent the -------- ------- Board of Directors of Silknet from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger if: (A) a Silknet Superior Offer is made to Silknet and is not withdrawn, (B) neither Silknet nor any of its representatives shall have violated any of the restrictions set forth in Section 6.02, (C) five ------------ business days elapse following delivery by Silknet to Kana of written notice advising Kana that the Board of Directors of Silknet intends to withhold, withdraw, amend or modify its recommendation; and (D) the Board of Directors of Silknet concludes in good faith, after considering applicable state law and consultation with its outside counsel, that, in light of such Silknet Superior Offer, the failure to withhold, withdraw, amend or modify such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of Silknet to Silknet stockholders under applicable law. For purposes of this Agreement, "Silknet Superior Offer" shall ---------------------- mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (x) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Silknet pursuant to which the stockholders of Silknet immediately preceding such transaction hold less than fifty percent (50%) of the equity interest in the surviving or resulting entity of such transaction; (y) a sale or other disposition by Silknet of assets (excluding inventory and used equipment sold in the ordinary course of business) representing all or substantially all of Silknet's assets, or (z) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by Silknet), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing fifty percent (50%) or more of the voting power of the then outstanding shares of capital stock of Silknet, in each case on terms that, in the good faith judgment of the Board of Directors of Silknet (after consultation with an investment bank of nationally recognized reputation) are substantially more favorable to Silknet stockholders than the Merger (after taking into account all relevant factors, including the anticipated long-term value and strategic benefits of the Merger to Silknet stockholders, any conditions to the Silknet Superior Offer, the timing of the consummation of the transaction pursuant to the Silknet Superior Offer, the risk of nonconsummation thereof and the need for any required governmental or other consents, filings and approvals); provided, however, that an offer shall only be a Silknet -------- ------- Superior Offer if any financing required to consummate the transaction contemplated by such offer is committed or is otherwise reasonably necessary likely in the good faith judgment of Silknet's Board of Directors to be obtained by such third party on a timely basis. (c) Subject to the right of Silknet to terminate this Agreement pursuant to Section 8.01(i), nothing contained in Section 6.06(b) shall limit --------------- Silknet's obligation to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Silknet Stockholders' Approval, Meeting (ii) distribute to its stockholders regardless of whether the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board recommendation of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of DynegySilknet shall have been withdrawn, after consultation with amended or modified and based upon the written advice regardless of independent legal counselwhether any Silknet Takeover Proposal has been commenced, determines in good faith that such action is necessary for such disclosed, or announced). (i) The Board of Directors to comply with its fiduciary duties to its of Kana shall recommend that Kana stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after vote in favor of approval of the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (Kana Voting Proposal at the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Kana Stockholders' Approval, Meeting; (ii) distribute the Prospectus/Proxy Statement shall include a statement to its shareholders the Proxy Statement/Prospectus effect that the Board of Directors of Kana has recommended that Kana stockholders vote in accordance with applicable federal favor approval of the Kana Voting Proposal pursuant to this Agreement at the Kana Stockholders' Meeting; and state law and its articles (iii) neither the Board of incorporation and bylawsDirectors of Kana nor any committee thereof shall withdraw, which Proxy Statement/Prospectus will contain amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Silknet the recommendation of the Illinova Board of Directors of Kana that its Kana stockholders approve and adopt vote in favor approval of the Kana Voting Proposal pursuant to this Agreement; provided, however, that nothing in this Agreement and shall prevent the TransactionsBoard of -------- ------- Directors of Kana from withholding, and (iii) use all reasonable efforts to solicit from withdrawing, amending or modifying its stockholders proxies recommendation in favor of approval and adoption of this Agreement, Agreement and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each approval of the foregoing matters; provided, that this Section 8.12(bMerger if (A) will not prohibit the Illinova Board of Directors from failing a Kana Superior Offer is made to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with Kana and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.is

Stockholders Meetings. IVAX shall call and hold the IVAX Stockholders' Meeting and Hafslund Nycomed shall call the Hafslund Nycomed Stockholders' Meeting (acollectively, the "STOCKHOLDERS' MEETINGS") Dynegy will, as promptly as reasonably practicable for the purpose of voting upon, in the case of IVAX, the approval of this Agreement and the Merger and, in the case of Hafslund Nycomed, the approval of the Demerger and the Share Exchange, and Hafslund Nycomed and IVAX shall use their reasonable best efforts to hold the Stockholders' Meetings on the same day and as soon as practicable after the date hereof (i) take all steps reasonably necessary on which the Registration Statement becomes effective; PROVIDED, HOWEVER, that neither IVAX nor Hafslund Nycomed, as the case may be, shall be required to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy respective Stockholders' Approval, (ii) distribute to Meeting if its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith after consultation with outside legal counsel (who may be such party's regularly engaged outside legal counsel) that such action is necessary for doing so would not be consistent with such Board of Directors to comply with its fiduciary Directors' duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of Law. IVAX shall use its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable best efforts to solicit from its stockholders proxies in favor of the approval and adoption of this Agreement, Agreement and the Transactions Merger and shall take all other action necessary or advisable to secure the Illinova Stockholders' Approvalvote or consent of stockholders required by the FBCA or applicable stock exchange requirement to obtain such approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation except to the Illinova stockholders hereunder if extent that the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that doing so would not be consistent with its duties to IVAX's stockholders under applicable Law. Hafslund Nycomed shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement, the Share Exchange and the Demerger, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Norwegian Law to obtain such action is necessary for such approvals, except to the extent that the Board of Directors to comply of Hafslund Nycomed determines in good faith after consultation with outside legal counsel (who may be Hafslund Nycomed's regularly engaged outside legal counsel) that doing so would not be consistent with its fiduciary duties to its Hafslund Nycomed's stockholders under applicable law. Law. As promptly as practicable after the date of this Agreement, Hafslund Nycomed shall call and hold a "preliminary" meeting of its stockholders for the purpose of obtaining "preliminary" approval of the Demerger (c) The Illinova Special Meeting and the Dynegy Special Meeting which preliminary approval shall be held on subject to confirmation at the same day unless otherwise agreed by Illinova and DynegyStockholders' Meeting of Hafslund Nycomed referred to above). Hafslund Nycomed shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the "preliminary" approval of the Demerger.

Stockholders Meetings. (a) Dynegy willHLTH shall, in accordance with the DGCL, Delaware case-law interpreting the DGCL and HLTH’s organizational documents, duly call, give notice of and hold a meeting of HLTH’s stockholders as promptly as reasonably practicable for the purpose of voting upon the adoption of this Agreement (the “HLTH Stockholders’ Meeting”). WebMD shall, in accordance with the DGCL, Delaware case-law interpreting the DGCL and WebMD’s organizational documents, duly call, give notice of and hold a meeting of WebMD’s stockholders as promptly as practicable for the purpose of voting upon the adoption of this Agreement, including the approval of the Share Issuance (the “WebMD Stockholders’ Meeting”). Each of HLTH and WebMD shall use its reasonable best efforts to hold the Stockholders’ Meetings on the same day as soon as practicable after the date hereof on which the Registration Statement becomes effective. Each of HLTH and WebMD shall include in the 26 Proxy Statement the recommendation of their respective boards of directors that stockholders of each entity vote in favor of the approval of the Transactions and the adoption of this Agreement. Each of HLTH and WebMD shall use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the approval of the Transactions, as applicable, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders. (b) Subject to Article IX, HLTH agrees to vote, or cause to be voted, all of the shares of (i) take all steps reasonably necessary WebMD Class A Common Stock and (ii) WebMD Class B Common Stock then beneficially owned by it or a HLTH Subsidiary in favor of the approval of the Transactions and the adoption of this Agreement. (c) Subject to Article IX, the obligation of HLTH and WebMD to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy HLTH Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special ’ Meeting and the Dynegy Special Meeting WebMD Stockholders’ Meeting, as applicable, and to hold a vote of the HLTH Common Stock holders and the Outstanding WebMD Capital Stock holders on this Agreement shall not be held on the same day unless limited or otherwise agreed affected by Illinova and Dynegya Competing Transaction.

Stockholders Meetings. (a) Dynegy will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Company shall duly call and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING"“Company Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Joint Proxy/Prospectus is cleared by the SEC for the purpose of securing voting upon the Dynegy matters that are subject to Company Stockholder Approval. In connection with the Company Stockholders' ’ Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its commercially reasonable best efforts to obtain the approvals by its stockholders of the matters that are subject to Company Stockholder Approval, and (ii) distribute otherwise comply with all legal requirements applicable to its the Company Stockholders’ Meeting. Subject to Section 5.6, the Company Board shall recommend approval of the issuance by the Company of the shares of Company Common Stock issuable pursuant to this Agreement by the stockholders of the Proxy StatementCompany (the “Company Recommendation”) and shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Joint Proxy/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that shall contain such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable lawrecommendation. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene Zhone shall duly call and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING"“Zhone Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Joint Proxy/Prospectus is cleared by the SEC for the purpose of securing voting upon the Illinova matters that are subject to Zhone Stockholder Approval. In connection with the Zhone Stockholders' Approval’ Meeting and the transactions contemplated hereby, Zhone will (i) subject to applicable Law, use its commercially reasonable best efforts to obtain the necessary approvals by its stockholders of the matters that are subject to Zhone Stockholder Approval and (ii) distribute otherwise comply with all legal requirements applicable to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles Zhone Stockholders’ Meeting. Subject to Section 5.6, the Zhone Board shall recommend approval of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, Merger by the stockholders of Zhone (the “Zhone Recommendation”) and shall not withdraw or adversely modify (iiior propose to withdraw or adversely modify) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreementsuch recommendation, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that Joint Proxy/Prospectus shall contain such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable lawrecommendation. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. (a) Dynegy will, The Company will take all action reasonably necessary to convene a meeting of the holders of Common Shares at which the holders of Common Shares shall consider approval of the plan of merger contained herein (the "COMPANY SHAREHOLDER MEETING") as promptly as reasonably practicable (subject to applicable Law and to Section 6.5(b)) after the date hereof Form F-4 has been declared effective by the SEC. Parent will take all action reasonably necessary to convene an extraordinary general meeting of Parent's shareholders at which resolutions will be proposed to approve the Merger and the other matters specified in the next succeeding sentence (the "PARENT SHAREHOLDER MEETING") as promptly as practicable (but subject to applicable Law and Section 6.5(b)) after the Parent Circular is approved by the UKLA and the Form F-4 has been declared effective by the SEC. Parent shall propose at the Parent Shareholder Meeting resolutions to, inter alia (i) take all steps reasonably necessary to call, give notice of, convene approve the Merger and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approvalother transactions contemplated hereby, (ii) distribute appoint the New Directors nominated for election at the Parent Shareholder Meeting, (iii) authorize the issue of Parent Ordinary Shares and allotment of relevant securities, (iv) approve the continued operation of the Company Stock Plans subject to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation such appropriate amendments to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors rules thereof as are required to comply with its fiduciary duties English Law, the UKLA Listing Rules and related codes, or as set forth in Section 6.18(d) of the Parent Disclosure Letter, or the establishment by Parent of any new share schemes which are substantially similar to its stockholders under applicable lawthe Company Stock Plans as at the date hereof in which it is intended all or some of the Company's employees will participate, (v) increase the maximum number of Parent directors, and (vi) amend the articles of association of Parent to provide for the delivery of notice of board meetings of Parent to directors outside the U.K., to provide for the payment of dividends in both U.K. pounds and U.S. dollars, to provide, to the extent practicable, for the holders of Parent Depositary Shares substantially the same rights as holders of Parent Ordinary Shares, including with respect to the rights to requisition resolutions, receive notice of, attend, speak and vote at, call for a poll at, require notice of resolutions to be proposed at, examine documents made available to shareholders at, be counted individually as present or voting with respect, to the extent practicable, to resolutions adopted at, and to requisition, general meetings of holders of Parent Ordinary Shares, including by providing for the appointment of multiple proxies and sub-proxies by certain types of shareholders, and to permit the appointment of substitutes instead of the proxies. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement Parent and the TransactionsCompany shall each use commercially reasonable best efforts such that, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if extent reasonably practicable, the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Company Shareholder Meeting and the Dynegy Special Parent Shareholder Meeting shall be held on the same day unless and as promptly as reasonably practicable (subject to applicable Law) after the conditions precedent to holding such meetings have been fulfilled. Subject to the requirements of applicable Law and the terms of this Agreement (including the next sentence and the provisions of Section 6.3), the board of directors of each of Parent and the Company shall recommend to its respective shareholders the approval of the Merger and the other transactions contemplated hereby and shall use commercially reasonable best efforts to solicit such approval. The board of directors of the Company or Parent, as applicable (the "WITHDRAWING PARTY"), shall be permitted to (i) not recommend to its shareholders that they approve the plan of merger contained herein (or the other matters to be voted on by such shareholders as contemplated hereby) or (ii) withdraw or modify in a manner adverse to the other party (the "OTHER PARTY") its recommendation to its shareholders that they approve the plan of merger (or the other matters to be voted on by such shareholders as contemplated hereby) and, in either such event, not solicit votes in favor of such approval, if such board of directors determines in good faith, after consultation with outside counsel, that to do otherwise agreed would be inconsistent with their fiduciary duties under applicable Law. Notwithstanding any such withholding, withdrawal or modification, the Other Party shall have the option, exercisable within six Business Days of notice of such withholding, withdrawal or modification, to cause the board of directors of the Withdrawing Party to adopt a resolution directing that the plan of merger (and/or the other matters to be voted on by Illinova and Dynegysuch shareholders as contemplated hereby) be submitted without recommendation to the shareholders of the Withdrawing Party at the relevant shareholder meeting for the purpose of approving the plan of merger (and/or the other matters to be voted on by such shareholders as contemplated hereby) and, in connection with such submission, communicate the basis for its determination that the plan of merger (and/or the other matters to be voted on by such shareholders as contemplated hereby) be submitted to its shareholders. If the Other Party exercises its option under the preceding sentence to have the plan of merger (and/or the other matters to be voted on by such shareholders as contemplated hereby) submitted to the shareholders of the Withdrawing Party, the Other Party shall no longer be entitled to terminate this Agreement under Section 8.3(i) or Section 8.4(i) below, as applicable. If the Other Party fails to exercise its option to require the Withdrawing Party to take the actions specified in the second preceding sentence, the Withdrawing Party may terminate this Agreement at any time after the expiration of the relevant six Business Day period.