Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, Effective Date for the purpose of seeking voting upon the Requisite adoption of this Agreement and the Parent and the Company Vote, and shall not postpone or adjourn such meeting except will cooperate with each other to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which cause the Company Stockholders Meeting was originally scheduled (to be held as set forth in soon as practicable following the mailing of the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting Materials to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company. The Company shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change and shall take all other action necessary or advisable to secure Requisite Company Vote, except to the extent that the Board of Recommendation has been effected Directors of the Company determines in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)good faith that doing so would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Law after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). Unless this Agreement has been terminated in accordance with its termsIn addition, the Company’s obligation Company shall use its reasonable best efforts to callsolicit, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected as directed by the makingParent and at the Parent's expense, commencement, disclosure, announcement or submission acceptance of any Acquisition Proposal or Superior Proposal, or the Exchange Offer by any Change holders of RecommendationCompany Senior Notes and Convertible Notes. (b) The Parent will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, Effective Date for the purpose of voting upon the approval of the issuance of the Parent Common Stock to be issued in the Merger and the Parent and the Company will cooperate with each other to cause the Parent Stockholders Meeting to be held as soon as practicable following the mailing of the Proxy Materials to the stockholders of the Parent. The Parent shall use its reasonable best efforts (ithrough its agents or otherwise) seeking to solicit from its stockholders proxies in favor of the adoption of such issuance, and shall take all other action necessary or advisable to secure the Requisite Parent Vote. In addition, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), shall use its reasonable best efforts to solicit from the stockholders of Parent proxies in favor acceptance of the Share Issuance Exchange Offer by holders of Company Senior Notes and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of RecommendationConvertible Notes. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Meeting Stockholders' Meeting, and Parent shall call and hold the Parent Stockholders' Meeting, as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking voting upon the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business approval of the Company Stockholders Meeting. The Company shall, subject to Proposal by the right Company's stockholders and the approval of the Parent Proposals by Parent's stockholders, as the case may be, and Parent and the Company Board shall use their reasonable best efforts to effect a Change of Recommendation in accordance with Section 7.2(e)(iihold the Stockholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. (b) or Section 7.2(e)(iii), Parent shall use its reasonable best efforts to solicit from the stockholders holders of Parent Common Stock proxies in favor of approval of the Company Parent Proposal, and shall take all other action necessary or advisable to secure the vote or consent of holders of Parent Common Stock required by the rules of the NASDAQ or Delaware Law to obtain approval of the Parent Proposal, except to the extent that the Parent Board determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that doing so could reasonably be deemed to cause the Parent Board to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and any such failure to solicit proxies or take other solicitation action under this sentence to secure the vote or consent of holders of Parent Common Stock shall not constitute a breach of this Agreement by Parent. Notwithstanding anything to the contrary contained in this Agreement, such failure to solicit proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business approval of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing Proposal shall not require the relieve Parent Board to recommend, or solicit proxies, in favor any way whatsoever of the Share Issuance or the Parent Charter Amendment, if a Change its obligations under Section 6.01 of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with or its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with other obligations under this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation6.02. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their its reasonable best efforts to schedule and convene the solicit from holders of Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient Common Stock proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date in favor of the Company Stockholders Meeting Proposal, and shall take all other action necessary or advisable to secure the Parent Stockholders Meetingvote or consent of holders of Company Common Stock required by the rules of the NASDAQ or Delaware Law to obtain the approval of the Company Proposal, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior except to the Outside Date. In the event extent that the Company or Parent, as applicable, postpones or adjourns Board determines in good faith after consultation with outside legal counsel (who may be the Company's regularly engaged outside legal counsel) that doing so could reasonably be deemed to cause the Company Stockholders Meeting Board to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and any such failure to solicit proxies or take other solicitation action under this sentence to secure the Parent Stockholders Meetingvote or consent of holders of Company Common Stock shall not constitute a breach of this Agreement by the Company. Notwithstanding anything to the contrary contained in this Agreement, as applicable, such failure to solicit proxies in favor of the other Party may postpone or adjourn its stockholders meeting such that approval and adoption of the Agreement and the Merger shall not relieve the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same datein any way whatsoever of its obligations under Section 6.01 of this Agreement or its other obligations under this Section 6.02. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will takeand, in accordance with applicable Law and its Organizational Documents, all action necessary if required to convene satisfy the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as condition set forth in the Proxy Statement/ProspectusSection 6.01(c), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing Parent shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene call and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meetingrespectively, as applicablepromptly as practicable and in accordance with applicable laws for the purpose of voting upon the approval of the Merger and the adoption of this Agreement, indicating whether as of such date sufficient proxies representing in the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date case of the Company Stockholders Meeting or Meeting, and the issuance of Parent Common Stock in connection with the Merger, in the case of any required Parent Stockholders Meeting. The Company and, if required, Parent shall use all reasonable efforts to hold their respective stockholders meetings as applicablesoon as practicable after the date on which the Registration Statement becomes effective and, if a Parent Stockholders Meeting is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to required, on the Outside Datesame day (and at the same time of such day). In Unless otherwise required under the event that applicable fiduciary duties of the respective directors of the Company or and Parent, as applicabledetermined by such directors in good faith after consultation with and based upon the advice of their respective outside legal counsel, postpones or adjourns the Company Stockholders Meeting or and, if required to satisfy the condition set forth in Section 6.01(c), Parent Stockholders Meetingshall (a) recommend, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, that the Requisite Company Vote stockholders vote in favor of the approval and routine proposals required in connection with such vote adoption this Agreement, the Merger and (ii) the other transactions contemplated herein and, in the case of Parent, that Parent's stockholders vote in favor of the Requisite issuance of Parent Vote and routine proposals required Common Stock in connection with the Merger, and include in the Proxy Statement/Prospectus each such voterecommendation and (b) use all reasonable efforts to solicit from their respective stockholders proxies in favor of the approval and adoption of the proposals recommended by them in subclause (a) above and take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approval. At the Company Stockholders Meeting, Parent agrees to vote or to cause to be voted in favor of approval of the Merger, this Agreement and the transactions contemplated hereby, all shares of Company Common Stock for which the beneficial owner is Parent or its subsidiaries.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law MeriStar shall call and its Organizational Documents, all action necessary to convene hold the Company MeriStar Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, Effective Date for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of upon the adoption of this Agreement, if a Change of Recommendation has been effected in accordance and ASC and MeriStar shall cooperate with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, each other to cause the Company’s obligation to call, give notice of, convene and hold the Company MeriStar Stockholders Meeting to be held as soon as practicable following the mailing of the Proxy Materials to the stockholders of MeriStar. MeriStar shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in accordance with this Section 7.4(a) favor of the MeriStar Proposals and shall not take all other action necessary or advisable to secure the Requisite MeriStar Vote, except to the extent that the Board of Directors of MeriStar determines in good faith that doing so would cause the Board of Directors of MeriStar to breach its fiduciary duties to MeriStar's stockholders under applicable Law, after receipt of advice to such effect from independent legal counsel (which may be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of RecommendationMeriStar's regularly engaged independent legal counsel). (b) Parent will take, in accordance with applicable Law ASC shall call and its Organizational Documents, all action necessary to convene hold the Parent ASC Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, Effective Date for the purpose of (i) seeking voting upon the Requisite Parent Voteapproval of the issuance of ASC Common Stock to be issued in the Merger, and ASC and MeriStar shall not postpone or adjourn such meeting except cooperate with each other to cause the ASC Stockholders Meeting to be held as soon as practicable following the mailing of the Proxy Materials to the extent required by Law, in accordance with Section 7.4(c), or if, as stockholders of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders MeetingASC. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), ASC shall use its reasonable best efforts (through its agents or otherwise) to solicit from the its stockholders of Parent proxies in favor of the Share Issuance ASC Proposals and the Parent Charter Amendment and shall take all other action necessary or advisable to secure the Requisite Parent Vote (it being understood ASC Vote, except to the extent that the foregoing shall not require Board of Directors of ASC determines in good faith that doing so would cause the Parent Board of Directors of ASC to recommendbreach its fiduciary duties to ASC's stockholders under applicable Law, or solicit proxies, in favor after receipt of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iiiadvice to such effect from independent legal counsel (which may be ASC's regularly engaged independent legal counsel)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Meeting Stockholders' Meeting, and Parent shall call and hold the Parent Stockholders' Meeting, as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking voting upon the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business approval of the Company Stockholders Meeting. The Company shall, subject to Proposal by the right Company's stockholders and the approval of the Parent Proposal by Parent's stockholders, as the case may be, and Parent and the Company Board shall use their reasonable best efforts to effect a Change hold the Stockholders' Meetings on the same day and on the same day that Parent's Stockholders hold their meeting to vote on the Medical Manager Merger and the adoption of Recommendation in accordance with Section 7.2(e)(iithe Medical Manager Merger Agreement and as soon as practicable after the date on which the Registration Statement becomes effective. Parent agrees to seek stockholder approval of the Company's 1999 Non-Employee Director Stock Option Plan at the Parent Stockholders' Meeting. (b) or Section 7.2(e)(iii), Parent shall use its reasonable best efforts to solicit from the stockholders holders of Parent Common Stock proxies in favor of approval of the Company Parent Proposal, and shall take all other action necessary or advisable to secure the vote or consent of holders of Parent Common Stock required by the rules of the NASDAQ or Delaware Law or Massachusetts Law to obtain approval of the Parent Proposal, except to the extent that the Parent Board determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that doing so could reasonably be deemed to cause the Parent Board to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and any such failure to solicit proxies or take other solicitation action under this sentence to secure the vote or consent of holders of Parent Common Stock shall not constitute a breach of this Agreement by Parent. Notwithstanding anything to the contrary contained in this Agreement, such failure to solicit proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business approval of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing Proposal shall not require the relieve Parent Board to recommend, or solicit proxies, in favor any way whatsoever of the Share Issuance or the Parent Charter Amendment, if a Change its obligations under Section 6.01 of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with or its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with other obligations under this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation6.02. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their its reasonable best efforts to schedule and convene solicit from holders of Company Common Stock proxies in favor of the Company Stockholders Meeting Proposal and shall take all other action necessary or advisable to secure the Parent Stockholders Meeting on vote or consent of holders of Company Common Stock required by the same date. The rules of the NASDAQ or Delaware Law or Massachusetts Law to obtain the approval of the Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice Proposal, except to the other Party one day prior extent that the Special Committee determines in good faith after consultation with outside legal counsel to the Company Stockholders Meeting Special Committee that doing so could reasonably be deemed to cause the Board of Directors or the Parent Stockholders Meeting, as applicable, and on the day of, but prior Special Committee to breach its fiduciary duties to the holders of Company Stockholders Meeting Common Stock under applicable Law and any such failure to solicit proxies or take other solicitation action under this sentence to secure the Parent Stockholders Meeting, as applicable, indicating whether as vote or consent of such date sufficient proxies representing holders of Company Common Stock shall not constitute a breach of this Agreement by the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtainedCompany. Notwithstanding anything to the contrary contained in this Agreement, such failure to solicit proxies in favor of the Company Proposal shall not relieve the Company in any way whatsoever of its obligations under Section 6.01 of this Agreement or its other obligations under this Section 6.02. Notwithstanding anything permitted by the foregoing, ifneither Company, on a date its Board of Directors nor the Special Committee shall take any action that is two Business Days prior to the date the would cause any Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required Voting Agreement to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days unenforceable in connection accordance with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same dateterms under applicable law. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Meeting Stockholders' Meeting, and Parent shall call and hold the Parent Stockholders' Meeting, as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking voting upon the Requisite Company Voteapproval of this Agreement and the approval of the Parent Proposals, as the case may be, and Parent and the Company shall not postpone or adjourn such meeting except use their reasonable best efforts to hold the extent required by Law, in accordance with Section 7.4(c), or if, Stockholders' Meetings on the same day and as of soon as practicable after the time for date on which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingRegistration Statement becomes effective. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), Parent shall use its reasonable best efforts to solicit from the stockholders holders of the Company Parent Common Stock proxies in favor of approval of the proposal to adopt this Agreement Parent Proposals, and shall take all other action necessary or advisable to secure the Requisite Company Vote (it being understood that vote or consent of holders of Parent Common Stock required by the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor rules of the adoption NYSE or the DGCL to obtain approval of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effectiveProposals, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, that the Board of Directors of Parent determines in accordance good faith after consultation with Section 7.4(c), or if, as independent legal counsel (who may be Parent's regularly engaged independent legal counsel) that doing so could reasonably be deemed to cause the Board of Directors of Parent to breach its fiduciary duties to the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares holders of Parent Common Stock represented (either under applicable Law and, notwithstanding anything to the contrary contained in person this Agreement, any such failure to solicit proxies or by proxy) and voting take other solicitation action under this sentence to approve secure the Share Issuance vote or the consent of holders of Parent Charter Amendment to Common Stock shall not constitute a quorum necessary to conduct the business breach of the this Agreement by Parent Stockholders Meetingor Merger Sub. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), The Company shall use its reasonable best efforts to solicit from the stockholders holders of Parent Company Common Stock proxies in favor of the Share Issuance approval of this Agreement, and the Parent Charter Amendment and shall take all other action necessary or advisable to secure the Requisite Parent Vote (it being understood vote or consent of holders of Company Common Stock required by the rules of the NASD or the MBCL to obtain approval of this Agreement, except to the extent that the foregoing Board of Directors of the Company determines in good faith after consultation with independent legal counsel (who may be the Company's regularly engaged independent legal counsel) that doing so could reasonably be deemed to cause the Board of Directors of the Company to breach its fiduciary duties to the holders of Company Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, any such failure to solicit proxies or take other solicitation action under this sentence to secure the vote or consent of holders of Company Common Stock shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if constitute a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date breach of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of by the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will takeSkillSoft, acting through the SkillSoft Board, shall take all actions in accordance with applicable Law law, its Certificate of Incorporation and its Organizational DocumentsBy-laws and the rules of The Nasdaq Stock Market, all action necessary Inc. to promptly and duly call, give notice of, convene the Company Stockholders Meeting and hold as promptly as practicable after the declaration of effectiveness of the Registration Statement is declared effectiveStatement, the SkillSoft Stockholders Meeting for the purpose of seeking considering and voting upon the Requisite Company VoteSkillSoft Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the SkillSoft Board shall unanimously recommend approval and adoption of the SkillSoft Voting Proposal by the stockholders of SkillSoft and include such unanimous recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the SkillSoft Board nor any committee thereof shall not withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to SmartForce, the recommendation of the SkillSoft Board that SkillSoft's stockholders vote in favor of the SkillSoft Voting Proposal. SkillSoft shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the SkillSoft Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the SkillSoft Stockholders required by the DGCL, the Certificate of Incorporation and By-laws of SkillSoft, the rules of The Nasdaq Stock Market, Inc. and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with SmartForce, SkillSoft may adjourn or postpone or adjourn such meeting except the SkillSoft Stockholder Meeting to the extent necessary to ensure that any required by Lawsupplement or amendment to the Joint Proxy Statement/Prospectus is provided to SkillSoft's stockholders or, in accordance with Section 7.4(c), or if, if as of the time for which the Company SkillSoft Stockholders Meeting was is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), ) there are insufficient shares of Company SkillSoft Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company SkillSoft Stockholders Meeting. The Company shall. (b) SmartForce, subject to acting through the right of the Company Board to effect a Change of Recommendation SmartForce Board, shall take all actions in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its termsapplicable law, the Company’s obligation SmartForce Charter Documents, the Irish Takeover Act and the rules of The Nasdaq Stock Market, Inc. to promptly and duly call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the declaration of effectiveness of the Registration Statement is declared effectiveStatement, the SmartForce Shareholders Meeting for the purpose of considering and voting upon the SmartForce Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) seeking the Requisite Parent VoteSmartForce Board shall unanimously recommend approval of the SmartForce Voting Proposal by the shareholders of SmartForce and include such unanimous recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the SmartForce Board nor any committee thereof shall not withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to SkillSoft, the recommendation of the SmartForce Board that SmartForce's shareholders vote in favor of the SmartForce Voting Proposal. SmartForce shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the SmartForce Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the shareholders of SmartForce required by the rules of The Nasdaq Stock Market, Inc., the SmartForce Charter Documents and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with SkillSoft, SmartForce may adjourn or postpone or adjourn such meeting except the SmartForce Shareholders Meeting to the extent necessary to ensure that any required by Lawsupplement or amendment to the Joint Proxy Statement/Prospectus is provided to SmartForce's shareholders or, in accordance with Section 7.4(c), or if, if as of the time for which the Parent Stockholders SmartForce Shareholders Meeting was is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus), ) there are insufficient shares of Parent Common Stock SmartForce Ordinary Shares represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders SmartForce Shareholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii. (c) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance SkillSoft and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing SmartForce shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders SkillSoft Meeting and the SmartForce Meeting, respectively, in accordance with this Section 7.4(b6.5 for the purpose of voting upon the SkillSoft Voting Proposal and the SmartForce Voting Proposal, respectively, and shall submit the SkillSoft Voting Proposal and the SmartForce Voting Proposal, respectively, to their respective stockholders for the purpose of acting upon such proposal whether or not (i) shall not be limited the SkillSoft Board or otherwise affected the SmartForce Board, as the case may be, at any time subsequent to the date hereof determines, in the manner permitted by Section 6.1(b), that this Agreement is no longer advisable or recommends that the makingstockholders of SkillSoft or SmartForce, commencementas the case may be, disclosurereject it, announcement or submission of (ii) any actual, potential or purported Acquisition Proposal or Superior ProposalProposal has been commenced, disclosed, announced or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting submitted to SkillSoft or the Parent Stockholders MeetingSmartForce, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such votemay be.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the Registration Statement is declared effective, date hereof for the purpose of seeking voting upon the Requisite Company Voteapproval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement, and Company and Parent shall not postpone use all reasonable efforts to hold the Parent Stockholders' Meeting and the Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. Nothing herein shall prevent the Company or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), Parent from adjourning or ifpostponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus)case may be, if there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum Parent Common Stock, as the case may be, necessary to conduct the business at their respective meetings of the Company Stockholders Meetingstockholders. The Company shall, subject to Unless Company's board of directors has withdrawn its recommendation of this Agreement and the right of the Company Board to effect a Change of Recommendation Merger in accordance compliance with Section 7.2(e)(ii) or Section 7.2(e)(iii), 6.04. Company shall use all reasonable best efforts to solicit from the its stockholders of the Company proxies in favor of the proposal to adopt approval of this Agreement and the Merger pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, vote or solicit proxies, in favor consent of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected stockholders required by the making, commencement, disclosure, announcement FBCA or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary other stock exchange requirements to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn obtain such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meetingapproval. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), shall use all reasonable best efforts to solicit from the its stockholders of Parent proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement and the Parent Charter Amendment and shall take all other action necessary or advisable to secure the Requisite Parent Vote (it being understood that vote or consent of stockholders required by the foregoing FBCA or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall not require the Parent Board to recommend, or solicit proxiestake all other action necessary or, in favor the opinion of the Share Issuance other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and bylaws to effect the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of RecommendationMerger. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. Tenneco shall call and hold a meeting of its stockholders (athe "Tenneco Stockholders' Meeting") The Company will takefor the purpose of voting upon the adoption and approval of this Agreement, the Merger and the Spinoffs. Acquiror shall call and hold a meeting of its stockholders (the "Acquiror Common Stockholders' Meeting") for the purpose of voting upon the approval of the issuance of Acquiror Common Stock in accordance connection with applicable Law the Merger as contemplated by this Agreement (the "Stock Issuance") (the Acquiror Common Stockholders' Meeting and the Tenneco Stockholders' Meeting being collectively referred to herein as the "Stockholders' Meetings"). Each of Tenneco and Acquiror shall use its Organizational Documentsreasonable best efforts to schedule and hold their respective Stockholders' Meetings so that the Acquiror Common Stockholders' Meeting occurs at least one business day prior to the Tenneco Stockholders' Meeting, all action necessary and otherwise so as not to convene delay the Company Stockholders Meeting transactions contemplated hereby (it being intended that the Joint Proxy Statement shall be mailed and the Stockholders' Meetings shall be scheduled to occur as promptly soon as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as receipt of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/ProspectusIRS Ruling Letter), there are insufficient shares . Each of Company Common Stock represented (either in person or by proxy) Tenneco and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), Acquiror shall use its reasonable best efforts to solicit from the its stockholders of the Company proxies in favor of the proposal to adopt this Agreement approval and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene Merger and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance Spinoffs or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders MeetingStock Issuance, as applicable, and commence a broker search pursuant shall take all other action necessary or advisable to Rule 14a-13 under secure the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene vote or consent of stockholders required therefor by applicable Law and/or its certificate of incorporation or other governing instrument or document. The stockholders of Tenneco will vote on the Company Stockholders Meeting Spinoffs and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on Merger as a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtainedsingle transaction. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has Tenneco shall not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is be required to be delivered, take any action if there is a substantial risk that the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date subject action would constitute a breach of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case fiduciary duties of the Company, board of directors of Tenneco as determined by the Requisite Company Vote board of directors of Tenneco in good faith after consultation with and routine proposals required in connection with such vote and based upon the advice of independent legal counsel (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such votewho may be its regularly engaged independent legal counsel).

Stockholders Meetings. (a) The Company will takeshall establish a record date for, in accordance with applicable Law duly call, give notice of, convene and its Organizational Documentshold the Company Stockholders Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement, and the Company shall use all action necessary reasonable efforts to convene cause the Joint Proxy Statement/Prospectus to be mailed to the Company's stockholders and to hold the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for effective under the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingSecurities Act. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to shall solicit from the its stockholders of the Company proxies in favor of the proposal to adopt approval of this Agreement and shall take all other reasonable action necessary or advisable to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, vote or solicit proxies, consent of stockholders in favor of such approval. The Joint Proxy Statement/Prospectus shall include the recommendation of the Board of Directors of the Company in favor of adoption of this Agreement, if a Change of Recommendation has been effected . Notwithstanding anything to the contrary set forth in accordance with Section 7.2(e)(ii) 5.01 or this Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms5.02, the Company’s obligation Company shall not be obligated to take the action set forth in this Section 5.02 (a) to the extent that the Board of Directors of the Company reasonably determines (after due consultation with independent counsel, which may be Fried, Frank, Harris, Shriver & Jacobson) that xxxx xctixx xx, xr is reasonably likely to be, inconsistent with the proper discharge of its fiduciary duties. (b) Parent shall establish a record date for, duly call, give notice of, convene and hold the Company Parent Stockholders Meeting in accordance with this Section 7.4(a) as promptly as practicable for the purpose of voting upon the Parent Stockholder Meeting Proposals, and Parent shall not use all reasonable efforts to cause the Joint Proxy Statement/Prospectus to be limited or otherwise affected by mailed to the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law Parent's stockholders and its Organizational Documents, all action necessary to convene hold the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for effective under the purpose Securities Act. Parent shall solicit from its stockholders proxies in favor of (i) seeking the Requisite Parent Vote, approval of this Agreement and shall not postpone take all other reasonable action necessary or adjourn advisable to secure the vote or consent of stockholders in favor of such meeting except to approval. The Joint Proxy Statement/Prospectus shall include the extent required by Law, in accordance with Section 7.4(c), or if, as recommendation of the time for which Board of Directors of Parent in favor of the Parent Stockholders Meeting was originally scheduled (as Proposals. Notwithstanding anything to the contrary set forth in Section 5.01 or this Section 5.02, Parent shall not be obligated to take the action set forth in the Proxy Statement/Prospectus), there are insufficient shares preceding sentences of this Section 5.02 (b) to the extent that the Board of Directors of Parent Common Stock represented determines (either in person or by proxyafter due consultation with independent counsel, which may be Kramer Levin Naftalis & Xxxxxxx XXX) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommendxxxx xxxh axxxxx xs, or solicit proxiesis reasonably likely to be, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation inconsistent with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as proper discharge of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same datefiduciary duties. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Company will takeSpectraSite shall cause the SpectraSite Stockholders’ Meeting to be duly called and held as soon as practicable for the purpose of obtaining the SpectraSite Stockholder Approval, and SpectraSite shall use its reasonable best efforts to hold the SpectraSite Stockholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective and on the same date as the ATC Stockholders’ Meeting. SpectraSite shall take all action necessary in accordance with applicable Law Law, the SpectraSite Certificate of Incorporation and its Organizational Documentsthe SpectraSite Bylaws to duly call, all action necessary to give notice of and convene the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth SpectraSite Stockholders’ Meeting. Except in the Proxy Statement/Prospectus)event of a SpectraSite Adverse Recommendation Change, there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), SpectraSite shall use its reasonable best efforts to solicit from holders of shares of SpectraSite Common Stock entitled to vote at the stockholders of the Company SpectraSite Stockholders’ Meeting proxies in favor of obtaining the proposal to adopt this Agreement SpectraSite Stockholder Approval and shall take all other action necessary or, in the reasonable judgment of ATC, helpful to secure the Requisite Company Vote (it being understood vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement to effect the Merger. Notwithstanding any SpectraSite Adverse Recommendation Change, this Agreement shall be submitted to the stockholders of SpectraSite at the SpectraSite Stockholders’ Meeting for the purpose of obtaining the SpectraSite Stockholder Approval and nothing contained herein shall be deemed to relieve SpectraSite of such obligation; provided, however, that the foregoing shall not require the Company Board be deemed to recommend, or solicit proxies, in favor of the adoption of limit SpectraSite’s right to terminate this Agreement, if a Change of Recommendation has been effected Agreement pursuant to and in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii7.1(h)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, ATC shall cause the ATC Stockholders’ Meeting to be duly called and held as soon as practicable for the purpose of obtaining the ATC Stockholder Approval and ATC shall use its reasonable best efforts to hold the ATC Stockholders’ Meeting as soon as practicable after the date on which the Registration Statement becomes effective and on the same date as the SpectraSite Stockholders’ Meeting. ATC shall take all action necessary in accordance with applicable Law Law, the ATC Certificate of Incorporation and its Organizational Documentsthe ATC Bylaws to duly call, all action necessary to give notice of and convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth ATC Stockholders’ Meeting. Except in the Proxy Statement/Prospectus)event of an ATC Adverse Recommendation Change, there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), ATC shall use its reasonable best efforts to solicit from holders of shares of ATC Common Stock entitled to vote at the stockholders of Parent ATC Stockholders’ Meeting proxies in favor of obtaining the Share Issuance ATC Stockholder Approval and shall take all other action necessary or, in the Parent Charter Amendment and reasonable judgment of SpectraSite, helpful to secure the Requisite Parent Vote (it being understood vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement to effect the Merger. Notwithstanding any ATC Adverse Recommendation Change, this Agreement shall be submitted to the stockholders of ATC at the ATC Stockholders’ Meeting for the purpose of obtaining the ATC Stockholder Approval and nothing contained herein shall be deemed to relieve ATC of such obligation; provided, however, that the foregoing shall not require the Parent Board be deemed to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected limit ATC’s right to terminate this Agreement pursuant to and in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii7.1(e)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote and routine proposals required in connection with such vote and (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such vote.

Stockholders Meetings. (a) The Subject to applicable law, each of the Company will takeand Parent, through its respective Board of Directors, shall, in accordance with applicable Law law and its Organizational Documents, all action necessary to convene the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except subject to the extent required fiduciary duties of their respective Board of Directors under applicable law as determined by Law, such directors in accordance good faith after consultation with Section 7.4(c), or if, as and based upon the advice of outside counsel: (a) jointly prepare a joint proxy statement/prospectus (the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the "Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either ") for use in person or by proxy) connection with obtaining the requisite stockholder approvals and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business issuance of the Company Stockholders Meeting. The Company shall, subject Parent Securities pursuant to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(iiMerger; (b) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to duly call, give notice of, convene and hold a special meeting (the Company Stockholders Meeting in accordance with this Section 7.4(a"Special Meeting") shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting respective stockholders as promptly soon as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company) of approving as required by New York Law, the Requisite Merger, this Agreement and the transactions contemplated hereby (the "Company Vote and routine proposals required in connection with such vote and Shareholder Approval") or (ii) in the case of Parent) of approving as required by the Nevada Business Corporation Law the Merger, this Agreement (including the transactions contemplated hereby), the Requisite Certificate of Amendment to the Certificate of Incorporation and the authorization and issuance of Parent Vote and routine proposals required Company Stock in connection with such votethe Merger (the "Parent Stockholder Approval" and together with the Company Shareholder Approval, the "Stockholder Approvals"); and (c) include in the Proxy Statement/Prospectus for use in connection with the Special Meeting of each of the Company and Parent the recommendation of their respective Board of Directors that stockholders vote in favor of the Company Stockholder Approval or the Parent Stockholder Approval, as the case may be. The Company and Parent will use commercially reasonable efforts to cause the Special Meeting to occur as soon as practicable after the date hereof.

Stockholders Meetings. (a) The Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Stockholders Stockholders’ Meeting or solicit the written consent of its stockholders as promptly as practicable after the Registration mailing of the Proxy Statement is declared effective, for the purpose of seeking voting upon the Requisite Company Voteapproval of this Agreement and the Merger, and Company shall not postpone or adjourn such meeting except use all reasonable efforts to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which hold the Company Stockholders Stockholders’ Meeting was originally scheduled (or obtain such written consent as set forth in soon as practicable after the Proxy Statement/Prospectus), there are insufficient shares of date hereof. Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), shall use all reasonable best efforts to solicit from the its stockholders of the Company proxies (or written consents) in favor of the proposal to adopt approval of this Agreement and the Merger and shall take all other commercially reasonable action necessary or advisable to secure the Requisite vote or consent of stockholders required by TBCA to obtain such approval. The Company Vote (it being understood that shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and its Articles of Incorporation and Bylaws to effect the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of RecommendationMerger. (b) (i) The Board of Directors of Company shall unanimously recommend that Company’s stockholders vote in favor of and adopt and approve this Agreement and the Merger; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Company has unanimously recommended that Company’s stockholders vote in favor of and adopt and approve this Agreement and the Merger; and (iii) neither the Board of Directors of Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the recommendation of the Board of Directors of Company that Company’s stockholders vote in favor of and adopt and approve this Agreement and the Merger. (c) Parent will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Parent Stockholders Stockholders’ Meeting of its stockholders as promptly as practicable after the Registration mailing of the Proxy Statement is declared effective, for the purpose of (i) seeking voting upon the Requisite Parent Vote, approval of this Agreement and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders MeetingMerger. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), shall use all reasonable best efforts to solicit from the its stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date approval of this Agreement and in consultation with the Merger and shall take all other Party, set a preliminary record date for commercially reasonable action necessary or advisable to secure the Company Stockholders Meeting vote of stockholders required by DGCL to obtain such approval. Parent shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote of stockholders required by applicable Law and its Certificate of Incorporation and Bylaws to effect the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same dateMerger. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) The Board of Directors of Parent shall recommend that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the case Merger; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent’s stockholders vote in favor of and adopt and approve this Agreement and the Merger; and (iii) neither the Board of Directors of Parent nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Company, the Requisite Company Vote recommendation of the Board of Directors of Parent that Parent’s stockholders vote in favor of and routine proposals required in connection with such vote adopt and (ii) in approve this Agreement and the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such voteMerger.

Stockholders Meetings. (a) The Eagles shall use its reasonable efforts to solicit from its shareholders proxies or consents in favor of the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary to secure the vote or consent of its shareholders required by the Maryland REIT Law to obtain such approvals (collectively, the “Eagles Shareholder Approval”). Eagles shall ensure that all proxies solicited by Eagles in connection with the Eagles Shareholder Approval are solicited, in compliance with the Maryland REIT law, the Eagles charter and bylaws and all other applicable legal requirements. (b) (i) the Eagles Board shall recommend that Eagles’ shareholders vote in favor of and adopt and approve this Agreement (the “Eagles Recommendation”); and (ii) neither the Eagles Board nor any committee thereof shall withdraw, amend or modify, or propose to resolve to withdraw, amend or modify in a manner adverse to the Company, the Eagles Recommendation. (c) Promptly after the date hereof, the Company will take, shall take all action necessary in accordance with the MGCL, its charter and bylaws and the rules of the Exchange to call, give notice of, convene and hold a meeting of the holders of the Company Common Shares (the “Company Stockholders Meeting”) as promptly as practicable, and in any event (to the extent permissible under applicable Law law) within 60 days after the declaration of effectiveness of the Registration Statement. The Company shall use its reasonable efforts to solicit from its stockholders proxies in favor of the issuance the Company Common Shares contemplated hereby and its Organizational Documents, will take all other action necessary to convene secure the vote or consent of its stockholders required by the rules of the Exchange and MGCL to obtain such approval and any other Sunset stockholder approval needed to consummate the transactions contemplated hereby (the “Company Stockholder Approval”). Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Company’s shareholders sufficiently in advance of a vote on this Agreement to ensure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless Eagles otherwise consents in writing or if prohibited by applicable law) adjourn the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effectiveonce for a period not to exceed 30 days, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, if as of the time for which the Company Stockholders Meeting was is originally scheduled (as set forth in the Proxy Statement/Prospectus)) or subsequently rescheduled or reconvened, there are insufficient company common shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Parent Company in connection with the Company Stockholders Meeting are scheduled on solicited, in compliance with the same dateMaryland REIT Law, the Company’s charter and bylaws, the rules of the Exchange and all other applicable legal requirements. (d) The only matters to be voted upon (i) the Company Board shall recommend that the Company’s stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders Stockholder Meeting and (the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite “Company Vote and routine proposals required in connection with such vote and Recommendation”); (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously made the Company Recommendation; and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in the case of Parenta manner adverse to Eagles, the Requisite Parent Vote and routine proposals required in connection with such voteCompany Recommendation.

Stockholders Meetings. (a) The Eagles shall use its reasonable efforts to solicit from its shareholders proxies or consents in favor of the adoption and approval of this Agreement and the approval of the Merger, and will take all other action necessary to secure the vote or consent of its shareholders required by the Maryland REIT Law to obtain such approvals (collectively, the “Eagles Shareholder Approval”). Eagles shall ensure that all proxies solicited by Eagles in connection with the Eagles Shareholder Approval are solicited, in compliance with the Maryland REIT law, the Eagles charter and bylaws and all other applicable legal requirements. (b) (i) the Eagles Board shall recommend that Eagles’ shareholders vote in favor of and adopt and approve this Agreement (the “Eagles Recommendation”); and (ii) neither the Eagles Board nor any committee thereof shall withdraw, amend or modify, or propose to resolve to withdraw, amend or modify in a manner adverse to the Company, the Eagles Recommendation. (c) Promptly after the date hereof, the Company will take, shall take all action necessary in accordance with the MGCL, its charter and bylaws and the rules of the Exchange to call, give notice of, convene and hold a meeting of the holders of the Company Common Shares (the “Company Stockholders Meeting”) as promptly as practicable, and in any event (to the extent permissible under applicable Law law) within 60 days after the declaration of effectiveness of the Registration Statement. The Company shall use its reasonable efforts to solicit from its stockholders proxies in favor of the adoption and its Organizational Documentsapproval of this Agreement, the Merger and will take all other action necessary to convene secure the vote or consent of its stockholders required by the rules of the Exchange and MGCL to obtain such approvals (the “Company Stockholder Approval”). Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Company’s shareholders sufficiently in advance of a vote on this Agreement to ensure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless Eagles otherwise consents in writing or if prohibited by applicable law) adjourn the Company Stockholders Meeting as promptly as practicable after the Registration Statement is declared effectiveonce for a period not to exceed 30 days, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, if as of the time for which the Company Stockholders Meeting was is originally scheduled (as set forth in the Proxy Statement/Prospectus)) or subsequently rescheduled or reconvened, there are insufficient company common shares of Company Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Parent Company in connection with the Company Stockholders Meeting are scheduled on solicited, in compliance with the same dateMaryland REIT Law, the Company’s charter and bylaws, the rules of the Exchange and all other applicable legal requirements. (d) The only matters to be voted upon (i) the Company Board shall recommend that the Company’s stockholders vote in favor of and adopt and approve this Agreement at the Company Stockholders Stockholder Meeting and (the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite “Company Vote and routine proposals required in connection with such vote and Recommendation”); (ii) the Proxy Statement shall include a statement to the effect that the Company Board has unanimously made the Company Recommendation; and (iii) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in the case of Parenta manner adverse to Eagles, the Requisite Parent Vote and routine proposals required in connection with such voteCompany Recommendation.

Stockholders Meetings. (a) The As soon as reasonably practicable based on Section 6.02 above, the Company will take, in accordance with applicable Law and its Organizational Documents, shall promptly take all action necessary under the CGCL and its Charter Documents, to convene call the Company Stockholders Meeting Shareholders' Meeting, to be held as promptly as practicable practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement is declared effectiveStatement, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to adopt upon this Agreement or to constitute a quorum necessary to conduct and the business Merger (the "Company Shareholder Approval"). The Board of Directors of the Company Stockholders Meeting. The Company shall, subject to the right of will unanimously recommend that the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), Shareholder Approval be given and will use its reasonable best efforts to solicit from the stockholders Company Shareholders the Company Shareholder Approval. Neither the Board of Directors of the Company proxies nor any committee thereof shall withdraw, amend or modify, or propose to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of the proposal to and adopt and approve this Agreement and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of RecommendationMerger. (b) As soon as reasonably practicable based on Section 6.02 above, Parent will take, in accordance with applicable Law and its Organizational Documents, shall promptly take all action necessary under the DGCL and its Certificate of Incorporation and Bylaws, to convene call the Parent Stockholders Meeting Stockholders' Meeting, to be held as promptly as practicable practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement is declared effectiveStatement, for the purpose of (i) seeking voting upon the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as issuance of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented pursuant to the Merger (either in person or by proxy) and voting to approve the Share Issuance or "Parent Stockholder Approval"). Parent will, through its Board of Directors, recommend that the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), Stockholder Approval be given and will use its reasonable best efforts to solicit from its stockholders the stockholders Parent Stockholder Approval. Neither the Board of Directors of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing nor any committee thereof shall not require the Parent Board to recommendwithdraw, amend or modify, or solicit proxiespropose to withdraw, amend or modify in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation manner adverse to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and commence a broker search pursuant to Rule 14a-13 under the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene the Company Stockholders Meeting and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is required to be delivered, the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case of the Company, the Requisite Company Vote unanimous recommendation of the Board of Directors of Parent that the Parent Stockholders vote in favor of and routine proposals required in connection with such vote and (ii) in approve the case issuance of Parent, the Requisite shares of Parent Vote and routine proposals required in connection with such voteCommon Stock pursuant to the Merger.

Stockholders Meetings. Tenneco shall call and hold a meeting of its stockholders (athe ''Tenneco Stockholders' Meeting'') The Company will takefor the purpose of voting upon the adoption and approval of this Agreement, the Merger and the Spinoffs. Acquiror shall call and hold a meeting of its stockholders (the ''Acquiror Common Stockholders' Meeting'') for the purpose of voting upon the approval of the issuance of Acquiror Common Stock in accordance connection with applicable Law the Merger as contemplated by this Agreement (the ''Stock Issuance'') (the Acquiror Common Stockholders' Meeting and the Tenneco Stockholders' Meeting being collectively referred to herein as the ''Stockholders' Meetings''). Each of Tenneco and Acquiror shall use its Organizational Documentsreasonable best efforts to schedule and hold their respective Stockholders' Meetings so that the Acquiror Common Stockholders' Meeting occurs at least one business day prior to the Tenneco Stockholders' Meeting, all action necessary and otherwise so as not to convene delay the Company Stockholders Meeting transactions contemplated hereby (it being intended that the Joint Proxy Statement shall be mailed and the Stockholders' Meetings shall be scheduled to occur as promptly soon as practicable after the Registration Statement is declared effective, for the purpose of seeking the Requisite Company Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as receipt of the time for which the Company Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/ProspectusIRS Ruling Letter), there are insufficient shares . Each of Company Common Stock represented (either in person or by proxy) Tenneco and voting to adopt this Agreement or to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall, subject to the right of the Company Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), Acquiror shall use its reasonable best efforts to solicit from the its stockholders of the Company proxies in favor of the proposal to adopt this Agreement approval and to secure the Requisite Company Vote (it being understood that the foregoing shall not require the Company Board to recommend, or solicit proxies, in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene Merger and hold the Company Stockholders Meeting in accordance with this Section 7.4(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) Parent will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Parent Stockholders Meeting as promptly as practicable after the Registration Statement is declared effective, for the purpose of (i) seeking the Requisite Parent Vote, and shall not postpone or adjourn such meeting except to the extent required by Law, in accordance with Section 7.4(c), or if, as of the time for which the Parent Stockholders Meeting was originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Parent Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance Spinoffs or the Parent Charter Amendment to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting. Parent shall, subject to the right of the Parent Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Parent proxies in favor of the Share Issuance and the Parent Charter Amendment and to secure the Requisite Parent Vote (it being understood that the foregoing shall not require the Parent Board to recommend, or solicit proxies, in favor of the Share Issuance or the Parent Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Parent’s obligation to call, give notice of, convene and hold the Parent Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) The Company and Parent shall (i) as promptly as practicable after the date of this Agreement and in consultation with the other Party, set a preliminary record date for the Company Stockholders Meeting or the Parent Stockholders MeetingStock Issuance, as applicable, and commence a broker search pursuant shall take all other action necessary or advisable to Rule 14a-13 under secure the Exchange Act in connection therewith and (ii) cooperate and use their reasonable best efforts to schedule and convene vote or consent of stockholders required therefor by applicable Law and/or its certificate of incorporation or other governing instrument or document. The stockholders of Tenneco will vote on the Company Stockholders Meeting Spinoffs and the Parent Stockholders Meeting on the same date. The Company and Parent each agrees (x) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on Merger as a timely basis and (y) to give written notice to the other Party one day prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, and on the day of, but prior to the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, have been obtainedsingle transaction. Notwithstanding the foregoing, if, on a date that is two Business Days prior to the date the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is scheduled, (A) the Company or Parent, as applicable, has Tenneco shall not received proxies representing the Requisite Company Vote or the Requisite Parent Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus is be required to be delivered, take any action if there is a substantial risk that the Company may, or if Parent so requests, shall, or Parent may, or if the Company so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, as long as the date subject action would constitute a breach of the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, is not postponed or adjourned more than ten days in connection with any one postponement or adjournment or to a date that is no later than two Business Days prior to the Outside Date. In the event that the Company or Parent, as applicable, postpones or adjourns the Company Stockholders Meeting or the Parent Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. (d) The only matters to be voted upon at the Company Stockholders Meeting and the Parent Stockholders Meeting are (i) in the case fiduciary duties of the Company, board of directors of Tenneco as determined by the Requisite Company Vote board of directors of Tenneco in good faith after consultation with and routine proposals required in connection with such vote and based upon the advice of independent legal counsel (ii) in the case of Parent, the Requisite Parent Vote and routine proposals required in connection with such votewho may be its regularly engaged independent legal counsel).