Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Target Special Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law.

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders (the “Target Special Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside independent legal counsel, (i) determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable lawlaw and (ii) provides written notice to Parent five days prior to such Board of Directors withdrawing or modifying its recommendation to the Target stockholders. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.13(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other Person of any Target Acquisition Proposal. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside and in consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (c) Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13 is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13 and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shall, as As promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to callRegistration Statement is declared effective under the Securities Act, Powertel shall duly give notice of, convene and hold a special meeting of its stockholders (the “Target Special "Powertel Stockholders Meeting”") in accordance with Delaware law for the purpose of securing obtaining the Target Stockholders’ ApprovalPowertel Stockholder Approval and shall, (iisubject to the provisions of Section 5.03(d) distribute hereof, through its Board of Directors, recommend to its stockholders the Proxy/Prospectus in accordance with applicable federal approval and state law and its certificate adoption of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, the Merger and (iii) the other transactions contemplated hereby and shall use all its reasonable best efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure obtain the Target Stockholders’ Powertel Stockholder Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. (b) Parent shall, as As promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to callRegistration Statement is declared effective under the Securities Act, VoiceStream shall duly give notice of, convene and hold a special meeting of its stockholders (the “Parent Special "VoiceStream Stockholders Meeting”") in accordance with the DGCL for the purpose obtaining the VoiceStream Stockholder Approval and shall, through its Board of securing Directors, recommend to its stockholders the Parent Stockholders’ approval and adoption of this Agreement and shall use its reasonable best efforts to obtain the VoiceStream Stockholder Approval. (c) Powertel and VoiceStream shall coordinate and cooperate with respect to the timing of the Stockholder Meetings and shall use their reasonable best efforts to hold such meetings on the same day. (d) Neither the Board of Directors of Powertel nor any committee thereof shall (i) except as expressly permitted by this Section 5.03(d), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to VoiceStream, the approval or recommendation of such Board of Directors or such committee of this Agreement, the Merger and the other transactions contemplated hereby, (ii) distribute approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction, or (iii) cause Powertel to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Alternative Transaction. Notwithstanding the foregoing, in the event that prior to the time the Powertel Stockholder Approval is obtained, Powertel receives a Superior Proposal (as defined below), the Board of Directors of Powertel may (subject to this and the following sentences) inform the Powertel stockholders that it no longer recommends adoption and approval of this Agreement by the Powertel's stockholders (a "Subsequent Determination"), but only at a time that is after the fifth Business Day following VoiceStream's receipt of written notice advising VoiceStream that the Board of Directors of Powertel has received a Superior Proposal specifying the material terms and conditions of such Superior Proposal (and including a copy or draft copy thereof with all accompanying documentation or draft documentation, if in writing), identifying the Person making such Superior Proposal and stating that it intends to make a Subsequent Determination. After providing such notice, Powertel shall provide a reasonable opportunity to VoiceStream to make such adjustments in the terms and conditions of this Agreement as would enable Powertel to proceed with its recommendation to its stockholders without a Subsequent Determination; provided, however, that any such adjustment shall be at the Proxy/Prospectus in accordance with applicable federal discretion of Powertel and state law and VoiceStream at the time. For purposes of this Agreement, a "Superior Proposal" means any proposal (on its certificate of incorporation and bylawsmost recently amended or modified terms, if amended or modified) made by a Third Party to enter into an Alternative Transaction which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that of Powertel determines in its good faith judgment (based on, among other things, the advice of a financial advisor of nationally recognized reputation) to be more favorable to the Powertel's stockholders approve than the transactions contemplated by this AgreementAgreement taking into account all relevant factors (including whether, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval the good faith judgment of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of DirectorsPowertel, after consultation with outside legal counselobtaining the advice of a financial advisor of nationally recognized reputation, determines the Third Party is reasonably able to finance the transaction, and any proposed changes to this Agreement that may be proposed by VoiceStream in good faith that response to such action is necessary for such Alternative Transaction). Powertel shall submit this Agreement to its stockholders at the Powertel Stockholders Meeting even if the Board of Directors to comply with its fiduciary duties under applicable lawof Powertel shall have made a Subsequent Determination.

Stockholders Meetings. (a) Target In order to consummate the Merger, the Company, acting through the Board, Purchaser and Acquisition Sub shall, as promptly as reasonably practicable after the date hereof in accordance with applicable legal, regulatory and stock exchange or stock market requirements and subject to their fiduciary duties and obligations: (i) take all steps reasonably necessary to duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the “Target Special "Stockholders' Meeting”") to be held as soon as practicable following the acceptance for payment and purchase of Shares pursuant to the Offer for the purpose of securing considering and taking action upon the Target Stockholders’ Approval, approval of the Merger; (ii) distribute to its stockholders include in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain Merger Proxy Statement (as hereinafter defined) (i) the recommendation of the Target Board that the stockholders of Directors the Company vote in favor of the approval of the Merger and (ii) the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view; (iii) prepare and file with the SEC a preliminary proxy or information statement relating to this Agreement and the Merger and use its best efforts (A) to obtain and furnish the information required to be included by it in the Merger Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement, and cause a definitive proxy or information statement, including any amendments or supplements thereto (the "Merger Proxy Statement"), to be mailed to its stockholders approve at the earliest practicable time following the expiration or termination of the Offer; provided, however, that no amendment or supplement to the Merger -------- ------- Proxy Statement will be made by the Company without consultation with Purchaser and its counsel, and (B) subject to its fiduciary duties as unanimously determined in good faith by the Board, based as to legal matters on the advice of legal counsel, to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the Transactions. At such meeting, Purchaser and its affiliates shall vote, or cause to be voted, all Shares owned by them in favor of approval and adoption of the Merger; and (iiiiv) Purchaser will provide the Company with the information concerning Purchaser required to be included in the Merger Proxy Statement. (b) Notwithstanding anything herein to the contrary, Purchaser, the Company and Acquisition Sub agree that, in lieu of holding the Stockholders' Meeting, the Company may obtain the approval and adoption of this Agreement, the Merger and the other Transactions by the holders of a majority of the outstanding Shares, by written consent pursuant to Section 228 of the DGCL ("Approval by Consent"). In addition, the Company agrees with and covenants to Purchaser and Acquisition Sub that the Company shall use all reasonable efforts to solicit from its permit Company's stockholders proxies in favor to effect Approvals by Consent to adopt and approve, for purposes of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each Section 251 of the foregoing matters; providedDGCL, that nothing contained in this Section 7.11(a) shall prohibit Agreement, the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to Merger and the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors other Transactions and to comply with its fiduciary duties under applicable law. (b) Parent shall, and satisfy as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary any applicable legal, regulatory or stock exchange or stock market requirements that apply to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve approving this Agreement, (iii) use all reasonable efforts the Merger and the other Transactions by way of Approval by Consent. If Company stockholder approval and adoption is obtained by Approval by Consent, the Company shall not be required to solicit from its stockholders proxies in favor of approval of call the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law' Meeting.

Stockholders Meetings. (a) Target In order to consummate the Merger, the Company, acting through the Board, shall, as promptly as reasonably practicable after the date hereof in accordance with applicable legal, regulatory and stock exchange or stock market requirements, and subject to their fiduciary duties and obligations: (i) take all steps reasonably necessary to duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the “Target Special Meeting”"STOCKHOLDERS' MEETING") to be held as soon as practicable following the acceptance for payment and purchase of Shares pursuant to the Offer for the purpose of securing considering and taking action upon the Target Stockholders’ Approval, approval of the Merger; (ii) distribute to its stockholders include in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain Merger Proxy Statement (as hereinafter defined) the recommendation of the Target Board that the stockholders of Directors that the Company vote in favor of the approval of the Merger; (iii) prepare and file with the SEC a preliminary proxy or information statement relating to this Agreement and the Merger and use its reasonable best efforts (A) to obtain and furnish the information required to be included by it in the Merger Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement, and cause a definitive proxy or information statement, including any amendments or supplements thereto (the "MERGER PROXY STATEMENT"), to be mailed to its stockholders approve at the earliest practicable time following the expiration or termination of the Offer; PROVIDED, HOWEVER, that no amendment or supplement to the Merger Proxy Statement will be made by the Company without consultation with Purchaser and its counsel, and (B) subject to its fiduciary duties as unanimously determined in good faith by the Board, based as to legal matters on the written advice of legal counsel, to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the Transactions. At such meeting, Purchaser and its affiliates shall vote, or cause to be voted, all Shares owned by them in favor of approval and adoption of the Merger; and (iiib) Purchaser will provide the Company with the information concerning Purchaser required to be included in the Merger Proxy Statement. (c) Notwithstanding anything herein to the contrary, Purchaser, the Company and Acquisition Sub agree that, in lieu of holding the Stockholders' Meeting, the Company may obtain the approval and adoption of this Agreement, the Merger and the other Transactions by the holders of sixty-six and two-thirds percent (66 2/3%) of the outstanding Shares, by written consent pursuant to SECTION 615 of the NYBCL ("APPROVAL BY CONSENT"). In addition, the Company agrees with and covenants to Purchaser and Acquisition Sub that the Company shall use all reasonable efforts to solicit from its permit the Company's stockholders proxies in favor to effect Approvals by Consent to adopt and approve, for purposes of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each SECTION 903 of the foregoing matters; providedNYBCL, that nothing contained in this Section 7.11(a) shall prohibit Agreement, the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to Merger and the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors other Transactions and to comply with its fiduciary duties under applicable law. (b) Parent shall, and satisfy as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary any applicable legal, regulatory or stock exchange or stock market requirements that apply to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve approving this Agreement, (iii) use all reasonable efforts the Merger and the other Transactions by way of Approval by Consent. If Company stockholder approval and adoption is obtained by Approval by Consent, the Company shall not be required to solicit from its stockholders proxies in favor of approval of call the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law' Meeting.

Stockholders Meetings. (a) Target shallDiacrin, acting through the Diacrin Board of Directors (the “Diacrin Board”), shall take all actions in accordance with applicable law, the Diacrin Articles and the Diacrin Bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as reasonably practicable after the date hereof declaration of effectiveness of the Registration Statement, a special or annual meeting of the Diacrin stockholders (the “Diacrin Meeting”) to consider the adoption of this Agreement and the approval of the Merger (the “Diacrin Voting Proposal”). Subject to the fiduciary duties of the Diacrin Board, (i) the Diacrin Board shall recommend approval and adoption of the Diacrin Voting Proposal by the stockholders of Diacrin and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Diacrin Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to GenVec, the recommendation of the Diacrin Board that Diacrin’s stockholders vote in favor of the Diacrin Voting Proposal. Subject to the fiduciary duties of the Diacrin Board, Diacrin shall take all steps reasonably action that is both commercially reasonable and lawful to solicit from its stockholders proxies in favor of the Diacrin Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the Diacrin stockholders required by the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with GenVec, Diacrin may adjourn or postpone the Diacrin Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Diacrin’s stockholders or, if as of the time for which the Diacrin Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Diacrin Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Diacrin Meeting. (b) GenVec, acting through the GenVec Board of Directors (the “GenVec Board”), shall take all actions in accordance with applicable law, the GenVec Articles and the GenVec Bylaws and the rules of The Nasdaq Stock Market to promptly and duly to call, give notice of, convene and hold as promptly as practicable after the declaration of effectiveness of the Registration Statement, a special or annual meeting of its the GenVec stockholders (the “Target Special GenVec Meeting”) for to consider the purpose adoption of securing this Agreement, the Target Stockholders’ Approvalapproval of the Merger and the issuance of the shares of GenVec Common Stock in the Merger (the “GenVec Voting Proposal”). Subject to the fiduciary duties of the GenVec Board, (i) the GenVec Board shall recommend approval of the GenVec Voting Proposal by the stockholders of GenVec and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) distribute neither the GenVec Board nor any committee thereof shall withdraw or modify, or propose or resolve to its stockholders the Proxy/Prospectus withdraw or modify in accordance with applicable federal and state law and its certificate of incorporation and bylawsa manner adverse to Diacrin, which Proxy/Prospectus shall contain the recommendation of the Target GenVec Board that GenVec’s stockholders vote in favor of Directors the GenVec Voting Proposal. Subject to the fiduciary duties of the GenVec Board, GenVec shall take all action that its stockholders approve this Agreement, is both commercially reasonable and (iii) use all reasonable efforts lawful to solicit from its stockholders proxies in favor of approval of this Agreement the GenVec Voting Proposal and shall take all other action necessary or advisable to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each vote or consent of the foregoing matters; provided, that nothing GenVec stockholders required by the DGCL and the rules of The Nasdaq Stock Market to obtain such approvals. Notwithstanding anything to the contrary contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsAgreement GenVec, after consultation with outside legal counselDiacrin, determines GenVec may adjourn or postpone the GenVec Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to GenVec’s stockholders or, if as of the time for which the GenVec Meeting is originally scheduled (as set forth in good faith that such action is the Joint Proxy Statement/Prospectus) there are insufficient shares of GenVec Common Stock represented (either in person or by proxy) to constitute a quorum necessary for Target’s Board to conduct the business of Directors to comply with its fiduciary duties under applicable lawthe GenVec Meeting. (bc) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to Diacrin and GenVec shall call, give notice of, convene and hold a special meeting of its the Diacrin Meeting and the GenVec Meeting, respectively, in accordance with this Section 4.1, and shall submit the Diacrin Voting Proposal and the GenVec Voting Proposal, respectively, to their respective stockholders (the “Parent Special Meeting”) for the purpose of securing acting upon such proposal whether or not the Parent Stockholders’ ApprovalDiacrin Board or the GenVec Board, (ii) distribute to its stockholders as the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylawscase may be, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation at any time subsequent to the Parent date hereof determines that this Agreement is no longer advisable or recommends that the stockholders hereunder if Parent’s Board of DirectorsDiacrin or GenVec, after consultation with outside legal counselas the case may be, determines in good faith that reject such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawproposal.

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Company shall duly call and hold a special meeting of its stockholders (the “Target Special Company Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law, the Company Articles and the Company Bylaws following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, for the purpose of securing voting upon the Target adoption and approval of this Agreement and the Merger. In connection with the Company Stockholders’ ApprovalMeeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its Commercially Reasonable Efforts (including postponing or adjourning the Company Stockholders’ Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of Parent, such consent not to be unreasonably withheld) to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the other transactions contemplated hereby and (ii) distribute otherwise comply with all legal requirements applicable to its stockholders the Proxy/Prospectus in accordance with applicable federal Company Stockholders’ Meeting. Except as otherwise permitted by Section 6.4, the board of directors of the Company shall not withdraw or adversely modify (or propose to withdraw or adversely modify) the Company Recommendation, and state law and its certificate of incorporation and bylaws, which the Joint Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable lawrecommendation. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene shall duly call and hold a special meeting of its stockholders (the “Parent Special Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law, the Parent Certificate and Parent’s bylaws following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with the Company, for the purpose of securing voting upon the approval of the Share Issuance. In connection with the Parent Stockholders’ ApprovalMeeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its Commercially Reasonable Efforts (including postponing or adjourning the Parent Stockholders’ Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of the Company, such consent not to be unreasonably withheld) to obtain the necessary approvals by its stockholders of the Share Issuance and (ii) distribute otherwise comply with all legal requirements applicable to its stockholders the Proxy/Prospectus in accordance with applicable federal Parent Stockholders’ Meeting. Except as otherwise permitted by Section 6.4, the board of directors of Parent shall not withdraw or adversely modify (or propose to withdraw or adversely modify) the Parent Recommendation, and state law and its certificate of incorporation and bylaws, which the Joint Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawrecommendation.

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Company shall duly call and hold a special meeting of its stockholders (the “Target Special Company Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Joint Proxy/Prospectus is cleared by the SEC for the purpose of securing voting upon the Target matters that are subject to Company Stockholder Approval. In connection with the Company Stockholders’ Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts to obtain the approvals by its stockholders of the matters that are subject to Company Stockholder Approval, and (ii) distribute otherwise comply with all legal requirements applicable to its the Company Stockholders’ Meeting. Subject to Section 5.5, the Company Board shall recommend approval of this Agreement by the stockholders of the Proxy/Prospectus in accordance with applicable federal Company (the “Company Recommendation”) and state law shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and its certificate of incorporation and bylaws, which the Joint Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable lawrecommendation. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene shall duly call and hold a special meeting of its stockholders (the “Parent Special Stockholders’ Meeting”) as promptly as reasonably practicable in accordance with applicable Law following the date the Registration Statement becomes effective and the Joint Proxy/Prospectus is cleared by the SEC for the purpose of securing voting upon the matters that are subject to Parent Stockholder Approval. In connection with the Parent Stockholders’ Meeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its reasonable best efforts to obtain the approvals by its stockholders of the matters that are subject to Parent Stockholder Approval, and (ii) distribute otherwise comply with all legal requirements applicable to its the Parent Stockholders’ Meeting. The Parent Board shall recommend approval of the issuance by Parent of the shares of Parent Common Stock issuable pursuant to this Agreement by the stockholders of Parent (the Proxy/Prospectus in accordance with applicable federal “Parent Recommendation”) and state law shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and its certificate of incorporation and bylaws, which the Joint Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawrecommendation.

Stockholders Meetings. (a) Target COR, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and By-Laws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Target Special Meeting”) date on which the Registration Statement becomes effective the COR Meeting for the purpose of securing voting to adopt this Agreement and approve the Target Stockholders’ ApprovalMerger (the "COR Voting Proposal"). The Board of Directors of COR shall (i) subject to applicable law, recommend approval and adoption of the COR Voting Proposal by the stockholders of COR and include in the Joint Proxy Statement such recommendation (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreementnot withdraw or modify such recommendation, and (iii) use take all reasonable efforts and lawful action to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing mattersobtain such approval; provided, however, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make of COR may withdraw or from withdrawing or modifying its modify such recommendation to the Target stockholders hereunder if (but only if) such Board of Directors, Directors after consultation with its outside legal counselcounsel determines that it is required, determines in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties to stockholders under applicable law, to withdraw or modify its recommendation as to the adoption of this Agreement and the approval of the Merger. (b) Parent Millennium, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and By-Laws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Parent Special Meeting”) date on which the Registration Statement becomes effective, the Millennium Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, issuance of the shares of Millennium Common Stock to be issued in the Merger (the "Millennium Voting Proposal"). The Board of Directors of Millennium shall (i) recommend approval of the Millennium Voting Proposal and include in the Joint Proxy Statement such recommendation (ii) distribute not withdraw or modify such recommendation, and (iii) take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided that Millennium may withdraw or modify such recommendation if the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with its outside legal counsel, counsel determines in good faith that such action it is necessary for such Board of Directors required to do so to comply with its fiduciary duties to stockholders under applicable law. Millennium, as sole stockholder of Sub, shall approve this Agreement. (c) The persons listed on SCHEDULE 6.05

Stockholders Meetings. (a) Target COR, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and By-Laws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Target Special Meeting”) date on which the Registration Statement becomes effective the COR Meeting for the purpose of securing voting to adopt this Agreement and approve the Target Stockholders’ ApprovalMerger (the "COR Voting Proposal"). The Board of Directors of COR shall (i) subject to applicable law, recommend approval and adoption of the COR Voting Proposal by the stockholders of COR and include in the Joint Proxy Statement such recommendation (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreementnot withdraw or modify such recommendation, and (iii) use take all reasonable efforts and lawful action to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing mattersobtain such approval; provided, however, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make of COR may withdraw or from withdrawing or modifying its modify such recommendation to the Target stockholders hereunder if (but only if) such Board of Directors, Directors after consultation with its outside legal counselcounsel determines that it is required, determines in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties to stockholders under applicable law, to withdraw or modify its recommendation as to the adoption of this Agreement and the approval of the Merger. (b) Parent Millennium, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and By-Laws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Parent Special Meeting”) date on which the Registration Statement becomes effective, the Millennium Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, issuance of the shares of Millennium Common Stock to be issued in the Merger (the "Millennium Voting Proposal"). The Board of Directors of Millennium shall (i) recommend approval of the Millennium Voting Proposal and include in the Joint Proxy Statement such recommendation (ii) distribute not withdraw or modify such recommendation, and (iii) take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided that Millennium may withdraw or modify such recommendation if the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with its outside legal counsel, counsel determines in good faith that such action it is necessary for such Board of Directors required to do so to comply with its fiduciary duties to stockholders under applicable law. Millennium, as sole stockholder of Sub, shall approve this Agreement. (c) The persons listed on Schedule 6.05

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene Each of Hexcel and hold Xxxxxxxx shall call a special meeting of its stockholders (the “Target Special Hexcel Meeting”” and the “Xxxxxxxx Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of securing obtaining (a) the Target Stockholders’ ApprovalRequisite Xxxxxxxx Vote, the Charter Amendment Vote and the Requisite Hexcel Vote required in connection with this Agreement and the Merger and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Hexcel and Xxxxxxxx shall use its reasonable best efforts to cause such meetings to occur on the same date. Subject to Section 6.3(b), each of Hexcel and Xxxxxxxx and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Hexcel and Xxxxxxxx, as applicable, the Requisite Hexcel Vote, the Requisite Xxxxxxxx Vote and the Charter Amendment Vote, as applicable, including by communicating to the respective stockholders of Hexcel and Xxxxxxxx the Hexcel Board Recommendation and the Xxxxxxxx Board Recommendation, respectively (and including the respective recommendation in the Joint Proxy Statement), and each of Hexcel and Xxxxxxxx and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the Hexcel Board Recommendation, in the case of Hexcel, or the Xxxxxxxx Board Recommendation, in the case of Xxxxxxxx, (ii) distribute fail to its stockholders make the Proxy/Prospectus Hexcel Board Recommendation, in accordance with applicable federal the case of Hexcel, or the Xxxxxxxx Board Recommendation, in the case of Xxxxxxxx, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and state law and its certificate without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Hexcel Board Recommendation, in the case of incorporation and bylawsHexcel, which Proxy/Prospectus shall contain or the recommendation Xxxxxxxx Board Recommendation, in the case of Xxxxxxxx, in each case within ten (10) business days (or such fewer number of days as remains prior that date that is two (2) business days prior to the Hexcel Meeting or the Xxxxxxxx Meeting, as applicable) after an Acquisition Proposal is made public (upon a request by the other party to do so), or (v) publicly propose to do any of the Target foregoing (any of the foregoing a “Recommendation Change”). (b) Notwithstanding the foregoing, subject to Section 8.1 and Section 8.2, if the Board of Directors that of Hexcel or Xxxxxxxx, after receiving the advice of its stockholders approve this Agreementoutside counsel and, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing financial matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counselfinancial advisors, determines in good faith that taking such action is necessary for Target’s Board of Directors would be required to comply with its fiduciary duties under applicable law. Law, such Board of Directors may, in the case of Hexcel, prior to the receipt of the Requisite Hexcel Vote, and in the case of Xxxxxxxx, prior to the receipt of the Requisite Xxxxxxxx Vote, make a Recommendation Change and submit this Agreement to its stockholders without recommendation (b) Parent shall, although the resolutions approving this Agreement as promptly as reasonably practicable after of the date hereof (i) take all steps reasonably necessary to callmay not be rescinded or amended), give notice of, convene and hold in which event such Board of Directors may communicate the basis for its lack of a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute recommendation to its stockholders in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain Joint Proxy Statement or an appropriate amendment or supplement thereto to the recommendation of the Parent extent required by Law; provided that such Board of Directors that may not take any actions under this sentence unless it (A) gives the other party at least five (5) business days’ prior written notice of its stockholders approve this Agreement, (iii) use all intention to take such action and a reasonable efforts to solicit from its stockholders proxies in favor of approval description of the Parent Stockholders’ Approvalevent or circumstances giving rise to its determination to take such action (including, in the event such action is taken in response to an Acquisition Proposal, the latest material terms and conditions and the identity of the third party in any such Acquisition Proposal, or any amendment or modification thereof, or describe in reasonable detail such other event or circumstances) and (ivB) cooperate and consult with Target at the end of such notice period, takes into account any amendment or modification to this Agreement proposed by the other party and, after receiving the advice of its outside counsel and, with respect to each of the foregoing financial matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counselfinancial advisors, determines in good faith that taking such action is necessary for such Board of Directors would nevertheless be required to comply with its fiduciary duties under applicable lawLaw. No Recommendation Change may be made with respect to an Acquisition Proposal if such Acquisition Proposal was solicited in violation of Section 6.13. Any change in the economic terms of or any other material amendment to any Acquisition Proposal will be deemed to be a new Acquisition Proposal for purposes of this Section 6.3 and will require a new notice period as referred to in this Section 6.3 (except that the notice period shall be shortened to three (3) business days). (c) Except as required by Law or as Hexcel and Xxxxxxxx may mutually agree, neither Hexcel nor Xxxxxxxx shall adjourn or postpone the Hexcel Meeting or the Xxxxxxxx Meeting beyond the date on which the Hexcel Meeting or the Xxxxxxxx Meeting, as the case may be, was (or was required to be) originally scheduled; provided that Hexcel and Xxxxxxxx shall: (i) be permitted to adjourn or postpone its own stockholder meeting (i.e., the Hexcel Meeting or the Xxxxxxxx Meeting, as the case may be), if (A) as of the time for which such meeting is originally scheduled there are insufficient shares of Hexcel Common Stock or Xxxxxxxx Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting, (B) in the case of the Hexcel Meeting, the Board of Directors of Hexcel has made a Recommendation Change and, in the case of the Xxxxxxxx Meeting, Board of Directors of Xxxxxxxx has made a Recommendation Change, or (C) a change to the method or structure of effecting the combination of Hexcel and Xxxxxxxx is to be effected pursuant to Section 6.15, provided, further, that in no event shall Hexcel or Xxxxxxxx adjourn or postpone the Hexcel Meeting or the Xxxxxxxx Meeting, as applicable, pursuant to this clause (i) more than two (2) times and by more than forty-five (45) calendar days in the aggregate with respect to all such adjournments or proposals; and (ii) at Hexcel’s request, cause to be adjourned or postponed the Xxxxxxxx Meeting, or at Xxxxxxxx’x request, cause to be adjourned or postponed the Hexcel Meeting, if (A) the Board of Directors of the non-requesting party has made a Recommendation Change or (B) a change to the method or structure of effecting the combination of Hexcel and Xxxxxxxx is to be effected pursuant to Section 6.15, provided, further, that in no event shall Hexcel or Xxxxxxxx be obligated to adjourn or postpone the Hexcel Meeting or the Xxxxxxxx Meeting, as applicable, pursuant to this clause (ii) more than two (2) times and by more than forty-five (45) calendar days, in the aggregate with respect to all such adjournments or proposals; provided, however, that, if either the Hexcel Meeting or the Xxxxxxxx Meeting, as the case may be, is adjourned or postponed pursuant to either the foregoing clause (i) or (ii), the other of the Hexcel Meeting or the Xxxxxxxx Meeting, as the case may be, may be correspondingly adjourned or postponed and such adjournment or postponement shall not affect the aggregate time limits contemplated by the foregoing clause (i) or (ii). (d) Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with its terms, (x) the Hexcel Meeting shall be convened and this Agreement shall be submitted for adoption by the stockholders of Hexcel at the Hexcel Meeting and (y) the Xxxxxxxx Meeting shall be convened and the Share Issuance and Charter Amendment shall be submitted to the stockholders of Xxxxxxxx at the Xxxxxxxx Meeting, and nothing contained herein shall be deemed to relieve either Hexcel or Xxxxxxxx of such obligation.

Stockholders Meetings. (a) Target Bargx xxxll, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to solicit a written consent of its shareholders for the purpose of securing the Bargx Xxxreholders' Approval, (ii) distribute to its stockholders the Proxy/Information Statement/Prospectus in accordance with applicable federal and state law and with its articles of incorporation and bylaws, (iii) use all reasonable efforts to solicit from its shareholders written consents in favor of the approval and adoption of the this Agreement and the transactions contemplated hereby and to secure the Bargx Xxxreholders' Approval, and (iv) cooperate and consult with Bellwether with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Bargx Xxxrd of Directors from failing to make or from withdrawing or modifying its recommendation to the Bargx xxxreholders hereunder if the Board of Directors of Bargx, xxter consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (b) Bellwether shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a either an annual or special meeting of its stockholders (the “Target Special "BELLWETHER STOCKHOLDER Meeting”") for the purpose of (x) securing the Target Bellwether Stockholders’ ' Approval, (y) approving an amendment to Bellwether's Certification of Incorporation (the "POST-CLOSING AMENDMENT"), to be filed with the Secretary of State of Delaware after the Effective Time, the effect of which would be to (A) increase the number of authorized shares of Bellwether Common Stock to 60,000,000, and (B) increase the number of authorized shares of preferred stock of Bellwether to 5,000,000, and (z) approving the Bellwether Incentive Plan Amendment, (ii) distribute to its stockholders the Proxy/Information Statement/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Information Statement/Prospectus shall contain the recommendation of the Target Bellwether Board of Directors that its stockholders approve this Agreement, the Post Closing Amendment and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement Agreement, the Post Closing Amendment, and the Bellwether Incentive Plan Amendment and to secure the Target Bellwether Stockholders’ ' Approval, and (iv) cooperate and consult with Parent with Bargx xxxh respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a7.13(b) shall prohibit the Target Bellwether Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target Bellwether stockholders hereunder if such the Board of DirectorsDirectors of Bellwether, after consultation with outside and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law.in

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “"Target Special Meeting”") for the purpose of securing the Target Stockholders’ ' Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ ' Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside independent legal counsel, determines in good faith that such action is necessary for Target’s 's Board of Directors to comply with its fiduciary duties under applicable law. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “"Parent Special Meeting”") for the purpose of (A) securing the Parent Share Issuance Approval and (B) securing the approval by the holders of a majority of the Parent Common Shares represented in person or by proxy and voting with respect thereto of the Parent 2003 Incentive Plan having the terms contemplated by Exhibit 7.13(b) (the "Parent Incentive Plan" and, together with the Parent Share Issuance Approval, the "Parent Stockholders’ ' Approval"), (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of to secure the Parent Stockholders’ ' Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s 's Board of Directors, after consultation with outside and in consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. (c) If a Target Superior Proposal is received and Target accepts such Target Superior Proposal and thereby terminates this Agreement under Section 10.1(h), then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Special Meeting. If the Target Stockholders' Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Target up to the Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity.

Stockholders Meetings. (a) Target In order to consummate the Merger, the Company, acting through the Board, Purchaser and Acquisition Sub shall, as promptly as reasonably practicable after the date hereof in accordance with applicable legal, regulatory and stock exchange or stock market requirements and subject to their fiduciary duties and obligations: (i) take all steps reasonably necessary to duly call, give notice of, convene and hold a an annual or special meeting of its stockholders (the “Target Special Meeting”"STOCKHOLDERS' MEETING") to be held as soon as practicable following the acceptance for payment and purchase of Shares pursuant to the Offer for the purpose of securing considering and taking action upon the Target Stockholders’ Approval, approval of the Merger; (ii) distribute to its stockholders include in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain Merger Proxy Statement (as hereinafter defined) (i) the recommendation of the Target Board that the stockholders of Directors the Company vote in favor of the approval of the Merger and (ii) the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view; (iii) prepare and file with the SEC a preliminary proxy or information statement relating to this Agreement and the Merger and use its best efforts (A) to obtain and furnish the information required to be included by it in the Merger Proxy Statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement, and cause a definitive proxy or information statement, including any amendments or supplements thereto (the "MERGER PROXY STATEMENT"), to be mailed to its stockholders approve at the earliest practicable time following the expiration or termination of the Offer; provided, however, that no amendment or supplement to the Merger Proxy Statement will be made by the Company without consultation with Purchaser and its counsel, and (B) subject to its fiduciary duties as unanimously determined in good faith by the Board, based as to legal matters on the advice of legal counsel, to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the Transactions. At such meeting, Purchaser and its affiliates shall vote, or cause to be voted, all Shares owned by them in favor of approval and adoption of the Merger; and (iiiiv) Purchaser will provide the Company with the information concerning Purchaser required to be included in the Merger Proxy Statement. (b) Notwithstanding anything herein to the contrary, Purchaser, the Company and Acquisition Sub agree that, in lieu of holding the Stockholders' Meeting, the Company may obtain the approval and adoption of this Agreement, the Merger and the other Transactions by the holders of a majority of the outstanding Shares, by written consent pursuant to SECTION 228 of the DGCL ("APPROVAL BY CONSENT"). In addition, the Company agrees with and covenants to Purchaser and Acquisition Sub that the Company shall use all reasonable efforts to solicit from its permit Company's stockholders proxies in favor to effect Approvals by Consent to adopt and approve, for purposes of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each SECTION 251 of the foregoing matters; providedDGCL, that nothing contained in this Section 7.11(a) shall prohibit Agreement, the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to Merger and the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors other Transactions and to comply with its fiduciary duties under applicable law. (b) Parent shall, and satisfy as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary any applicable legal, regulatory or stock exchange or stock market requirements that apply to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve approving this Agreement, (iii) use all reasonable efforts the Merger and the other Transactions by way of Approval by Consent. If Company stockholder approval and adoption is obtained by Approval by Consent, the Company shall not be required to solicit from its stockholders proxies in favor of approval of call the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law' Meeting.

Stockholders Meetings. (a) Target shallThe Company, as promptly as reasonably practicable after acting through the date hereof (i) Company Board, shall take all steps reasonably necessary actions in accordance with applicable law (including all applicable requirements of the Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its Certificate of Incorporation and By-laws to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable, and in any event within 45 days after the declaration of its stockholders (effectiveness of the “Target Special Meeting”) Registration Statement, the Company Stockholders Meeting for the purpose of securing considering and voting upon the Target Stockholders’ ApprovalCompany Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation, and (ii) distribute neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to its stockholders withdraw or modify in a manner adverse to the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylawsBuyer, which Proxy/Prospectus shall contain the recommendation of the Target Company Board that the Company's stockholders vote in favor of Directors the Company Voting Proposal. The Company shall take all action that its stockholders approve this Agreement, is both reasonable and (iii) use all reasonable efforts lawful to solicit from its stockholders proxies in favor of approval of this Agreement the Company Voting Proposal and shall take all other action necessary or advisable to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each vote or consent of the foregoing matters; provided, that nothing Company Stockholders required by the rules of the Nasdaq Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsAgreement, after consultation with outside legal counselthe Buyer, determines the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in good faith that such action is necessary for Target’s Board the Joint Proxy Statement/Prospectus) there are insufficient shares of Directors to comply with its fiduciary duties under applicable law.Company Common Stock represented (b) Parent shallThe Buyer, as promptly as reasonably practicable after acting through the date hereof (i) Buyer Board, shall take all steps reasonably necessary actions in accordance with applicable law (including all applicable requirements of the Code and ERISA) and its Articles of Organization and By-laws to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable, and in any event within 45 days after the declaration of its stockholders (effectiveness of the “Parent Special Meeting”) Registration Statement, the Buyer Stockholders Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, issuance of the shares of Buyer Common Stock to be issued in the Merger (the "Buyer Voting Proposal"). The Buyer Board shall (i) recommend approval of the Buyer Voting Proposal and include in the Joint Proxy Statement/Prospectus such recommendation and (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use take all reasonable efforts and lawful action to solicit from its stockholders proxies and obtain such approval, provided that the Buyer may withdraw such recommendation if the Buyer Board in favor of approval of the Parent Stockholders’ Approval, and good faith (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, ) determines in good faith that such action it is necessary for such Board of Directors required to do so to comply with its fiduciary duties under applicable lawduties. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Company, the Buyer may adjourn or postpone the Buyer Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Buyer's stockholders or, if as of the time for which the Buyer Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Buyer Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Buyer Stockholders Meeting. The Buyer, as the sole stockholder of the Transitory Subsidiary, shall approve this Agreement.

Stockholders Meetings. (a) Target The Seller, acting through its Board of Directors, shall, as subject to and according to applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Target Special Meeting”) date on which the Registration Statement becomes effective the Seller Meeting for the purpose of securing voting to approve and adopt this Agreement and the Target Stockholders’ Approval, Merger (the "Seller Voting Proposal"). The Board of Directors of the Seller shall (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (ii) distribute take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided, however, that the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and of Seller may withdraw such recommendation if (iiibut only if) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure (i) the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if of Seller has received a Superior Proposal and (ii) such Board of DirectorsDirectors determines in good faith, after consultation with based upon the advice of outside legal counsel, determines that it is required, in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. (b) Parent Buyer, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable following the “Parent Special Meeting”) date on which the Registration Statement becomes effective, the Buyer Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, issuance of the shares of Buyer Common Stock to be issued in the Merger (the "Buyer Voting Proposal"). The Board of Directors of Buyer shall (i) recommend approval of the Buyer Voting Proposal and include in the Joint Proxy Statement such recommendation and (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use take all reasonable efforts and lawful action to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that obtain such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawapproval.

Stockholders Meetings. (a) Target The Company, acting through the Company Board, shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to in accordance with applicable law and its certificate of incorporation and bylaws, duly call, give notice of, convene and hold a special meeting of its stockholders Stockholders (the “Target Special Company Stockholders Meeting”) as soon as reasonably practicable following the clearance by the SEC of the Proxy Statement for the purpose of securing considering and voting upon the Target Stockholders’ Approvalapproval and adoption of this Agreement, the Merger and such other matters as may be necessary to effectuate the Transactions. The Company Board shall (i) recommend to the Stockholders of the Company the approval and adoption of this Agreement and the Merger, (ii) distribute to its stockholders include in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the Proxy Statement such favorable recommendation of the Target Company Board that the Stockholders of Directors that its stockholders approve the Company vote in favor of the approval and adoption of this Agreement, and (iii) use take all reasonable efforts lawful actions to solicit such approval from its stockholders proxies in favor the Stockholders of approval of this Agreement and to secure the Target Stockholders’ Approval, Company and (iv) cooperate and consult with Parent with respect to not withdraw or modify such favorable recommendation, in each of case, unless the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsCompany Board, after consultation with independent outside legal counsel, determines in good faith that taking such action is necessary for Targetaction, in the case of subsections (i), (ii) or (iii), or failing to modify or withdraw such recommendation, would be inconsistent with the Company Board’s Board of Directors to comply with its fiduciary duties to the Company’s Stockholders under applicable law. (b) Parent shallAs soon as reasonably practicable following the execution of this Agreement and in connection with the Company Stockholders Meeting, the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its Stockholders as promptly as reasonably practicable after the Proxy Statement and all other proxy materials required in connection with such meeting, (ii) notify Merger Sub, Parent and PLC of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide to Merger Sub, Parent and PLC copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) give Merger Sub, Parent and PLC and their counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Merger Sub, Parent and PLC and their counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (iv) subject to Section 5.02(a), use its reasonable best efforts to obtain the necessary approvals by its Stockholders of this Agreement and the Merger and (v) use its commercially reasonable efforts otherwise to comply with all legal requirements applicable to the Company Stockholders Meeting. Except to the extent required by Law, the Company will not (x) change the date hereof specified in the Proxy Statement for the Company Stockholders Meeting or (iy) take all steps reasonably postpone, adjourn or delay the Company Stockholders’ Meeting, except, in each case, after consultation with PLC, (I) to the extent necessary to ensure that any amendment or supplement to the Proxy Statement required by applicable Law is provided to the stockholders of Company sufficiently in advance of the Company Stockholders’ Meeting or (II) if there are an insufficient number of shares of Company Common Stock represented in person or by proxy at the Company Stockholders Meeting to constitute a quorum or to approve this Agreement, the Merger and the Transactions contemplated hereby, in which case Company may adjourn the Company Stockholders Meeting and use its commercially reasonable efforts to obtain a quorum and the requisite vote to approve this Agreement, the Merger and the transactions contemplated hereby as promptly as practicable in the prevailing circumstances. (c) PLC, acting through the board of PLC, shall, in accordance with applicable Law and its memorandum and articles of association, duly call, and give notice of, convene and hold a special general meeting of its stockholders (the “Parent Special Meeting”) shareholders for the purpose of securing considering and voting upon the Parent Stockholdersapproval and adoption of this Agreement, and the Merger and such other matters as may be necessary to effectuate the Transactions (the “PLC Shareholders Meeting”) as soon as reasonably practicable following approval by the United Kingdom Listing Authority of the Circular and Prospectus. Notwithstanding the above, PLC shall, not later than ten days following approval by the United Kingdom Listing Authority of the Circular and Prospectus, mail first class or otherwise distribute, disseminate or make available (as required) to its shareholders the Prospectus and the Circular (the Circular to contain notice of the PLC Shareholders Meeting) and all other materials required in connection with the PLC Shareholders Meeting. Except to the extent required by Law, PLC will not postpone, adjourn or delay the PLC Shareholders Meeting, except, in each case, after consultation with the Company, (I) to the extent necessary to ensure that any amendment or supplement to the Prospectus or Circular required by applicable Law is provided to the stockholders of PLC sufficiently in advance of the PLC Shareholders Meeting or (II) if there are an insufficient number of ordinary shares of PLC represented in person or by proxy at the PLC Shareholders Meeting to constitute a quorum or to approve and adoption of this Agreement, the Merger and such other matters as are necessary to effectuate the Transactions, in which case PLC may adjourn the PLC Shareholder Meeting and use its commercially reasonable efforts to obtain a quorum and the requisite vote to approve this Agreement, the Merger and such other matters to effectuate the Transactions as promptly as practicable in the prevailing circumstances. The board of PLC shall (i) within the Circular, recommend to the shareholders of PLC the approval and adoption of this Agreement and the Merger (ii) take all lawful actions to solicit such approval from the shareholders of PLC, and (iii) not withdraw or modify such favorable recommendation. As soon as reasonably practicable following the execution of this Agreement and in connection with the PLC Shareholders’ ApprovalMeeting, PLC shall (i) prepare and file with the United Kingdom Listing Authority the Circular and Prospectus and use its commercially reasonable efforts to have the Circular and Prospectus approved by the United Kingdom Listing Authority as soon as practicable, (ii) distribute to its stockholders notify the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation Company of the Parent Board receipt of Directors that its stockholders approve this Agreementany comments of the United Kingdom Listing Authority with respect to the Circular and Prospectus and of any requests by the United Kingdom Listing Authority for any amendment or supplement thereto or for additional information and shall promptly provide to the Company copies of all correspondence between PLC or any representative of PLC and the United Kingdom Listing Authority, (iii) give the Company and its counsel the opportunity to review the Circular and Prospectus prior to its being filed with the United Kingdom Listing Authority and shall give the Company and its counsel the opportunity to review all amendments and supplements to the Circular and Prospectus and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the United Kingdom Listing Authority, (iv) use its commercially reasonable efforts otherwise to comply with all legal requirements applicable to the PLC Shareholders’ Meeting and (v) use its commercially reasonable efforts to solicit from its stockholders proxies in favor of approval secure the readmission of the Parent Stockholders’ Approval, existing issued ordinary shares of £0.10 each in the share capital of PLC by the United Kingdom Listing Authority to the Official List and (iv) cooperate and consult with Target with respect by the London Stock Exchange plc to each trading on the main market of the foregoing matters; providedLondon Stock Exchange. (d) Parent, that nothing contained in as the sole stockholder of Merger Sub shall, immediately following the execution of this Section 7.11(b) shall prohibit Agreement by the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to parties hereto, approve and adopt this Agreement and the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawMerger.

Stockholders Meetings. (a) Target shallThe Company, as promptly as reasonably practicable after acting through the date hereof (i) Company Board, shall take all steps reasonably necessary actions in accordance with the DGCL, its Certificate of Incorporation and By-laws and the rules of The NASDAQ Stock Market to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable, and within 45 days after the declaration of its stockholders (the “Target Special Meeting”) effectiveness of the Registration Statement if practicable, the Company Stockholders Meeting for the purpose of securing considering and voting upon the Target Stockholders’ ApprovalCompany Voting Proposal. Subject to Section 6.1(b), (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) distribute neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to its stockholders withdraw or modify in a manner adverse to the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylawsParent or the Transitory Subsidiary, which Proxy/Prospectus shall contain the approval or recommendation of the Target Company Board or such committee that the Company's stockholders vote in favor of Directors the Company Voting Proposal. Subject to Section 6.1(b), the Company shall take all action that its stockholders approve this Agreement, is both reasonable and (iii) use all reasonable efforts lawful to solicit from its stockholders proxies in favor of approval of this Agreement the Company Voting Proposal and shall take all other action necessary or advisable to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each vote or consent of the foregoing matters; provided, that nothing stockholders of the Company required by the rules of The NASDAQ Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Section 7.11(a) shall prohibit Agreement, the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsCompany, after consultation with outside legal counselthe Parent, determines may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in good faith that such action is the Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary for Target’s Board to conduct the business of Directors to comply with its fiduciary duties under applicable lawthe Company Stockholders Meeting. (b) The Parent, acting through the Parent shallBoard, as promptly as reasonably practicable after the date hereof (i) shall take all steps reasonably necessary actions in accordance with applicable law, its Memorandum and Articles of Association and the rules of The NASDAQ Stock Market, the UKLA and the LSE to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable after the declaration of its stockholders (effectiveness of the “Registration Statement, the Parent Special Meeting”) Shareholders Meeting for the purpose of securing considering and voting upon the Parent Stockholders’ ApprovalVoting Proposal. The Parent Board shall recommend approval and adoption of the Parent Voting Proposal by the shareholders of the Parent and include such recommendation in the Joint Proxy Statement/Prospectus and the Parent UK Documents, and (ii) distribute neither the Parent Board nor any committee thereof shall withdraw or modify, or propose or resolve to its stockholders withdraw or modify in a manner adverse to the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylawsCompany, which Proxy/Prospectus shall contain the recommendation of the -50- Parent Board or such committee that the Parent's shareholders vote in favor of Directors that its stockholders approve the Parent Voting Proposal. Notwithstanding anything to the contrary contained in this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counselthe Company, determines may adjourn or postpone the Parent Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Parent UK Documents is provided to the Parent's shareholders or, if as of the time for which the Parent Shareholders Meeting is originally scheduled (as set forth in good faith the Parent UK Documents) there are insufficient Parent Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholders Meeting. (c) The Company shall call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6 and shall submit the Company Voting Proposal to its stockholders for the purpose of acting upon such proposal whether or not (i) the Company Board at any time subsequent to the date hereof determines, in the manner permitted by Section 6.1(b) that the Company Voting Proposal is no longer advisable or recommends that the stockholders of the Company reject such action is necessary proposal, or (ii) any actual, potential or purported Company Acquisition Proposal or Superior Proposal has been commenced, disclosed, announced or submitted to the Company. (d) The Parent shall call, give notice of, convene and hold the Parent Shareholders Meeting in accordance with this Section 6.6 and shall submit the Parent Voting Proposal to its shareholders for the purpose of acting upon such Board of Directors to comply with its fiduciary duties under applicable lawproposal.

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) Olsten shall take all steps reasonably action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to call, give notice of, call and convene and hold a special meeting of its stockholders (the “Target "Olsten Special Meeting”" and, together with the Adecco Special Meeting (as defined below), the "Special Meetings") for as soon as practicable to consider, vote upon and obtain the purpose approval of securing this Agreement, the Target Stockholders’ ApprovalMerger and the other transactions contemplated hereby by a majority of the voting power represented by the outstanding shares of Olsten Stock and Olsten Class B Stock entitled to vote thereon, voting together as a single class. Olsten shall, through its Board of Directors, (iii) distribute recommend to its stockholders approval of this Agreement, the Proxy/Prospectus in accordance with applicable federal Merger and state law and its certificate of incorporation and bylawsthe other transactions contemplated hereby, which Proxy/Prospectus recommendation shall contain be contained in a proxy statement of Olsten (the "Olsten Proxy Statement") and shall not withdraw, modify or change in any manner or take action inconsistent with its recommendation of this Agreement, the Target Merger or the other transactions contemplated hereby and shall not resolve to do any of the foregoing and publicly disclose such resolution; provided, however, that, subject to compliance with the provisions of Section 5.02 hereof, the Board of Directors that of Olsten may fail to make its recommendation to its stockholders approve this Agreementor may withdraw, and (iii) use all reasonable efforts modify or change in any manner or take action inconsistent with such recommendation or resolve to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each do any of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder and publicly disclose such resolution if such Board of DirectorsDirectors reasonably believes after (x) receiving a Superior Proposal (as hereinafter defined) which was not solicited by it after July 26, after consultation with 1999 and which did not result from a breach of Section 5.02 hereof, (y) receiving the advice of outside legal counsel, determines in good faith counsel that failure to take such action would be a breach of its fiduciary duties to its stockholders under applicable law and (z) receiving the advice of a financial advisor of nationally recognized reputation that the party making such proposal is financially capable and that such Superior Proposal is more favorable from a financial point of view to its stockholders than the Merger and the Split-Off, that the making of such recommendation or the failure to so withdraw, modify or change in any manner or take any action is necessary for Target’s Board inconsistent with such recommendation or to resolve to do any of Directors to comply with the foregoing and publicly disclose such resolution would be a breach of its fiduciary duties under applicable lawlaw and (ii) cause to be solicited from its stockholders proxies regarding approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) Adecco shall take all steps reasonably action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws (or other applicable organizational documents) to call, give notice of, call and convene and hold a special meeting of its stockholders (the “Parent "Adecco Special Meeting”") for as soon as practicable to consider and vote upon the purpose approval of securing the Parent Stockholders’ ApprovalAdecco Stockholder Proposals. Adecco, through its Board of Directors, (iii) distribute shall recommend to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate approval of incorporation and bylawsthe Adecco Stockholder Proposals, which Proxy/Prospectus recommendation shall contain be contained in any materials of Adecco delivered by Adecco to its stockholders in connection with the recommendation convening of the Parent Board of Directors that its stockholders approve this Agreement, Adecco Special Meeting (iiithe "Adecco Proxy Statement") use all reasonable efforts and (ii) cause to solicit be solicited from its stockholders proxies in favor of the approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawAdecco Stockholder Proposals.

Stockholders Meetings. (a) Target shallThe Company will take, in accordance with its Governing Documents, all action necessary to convene a meeting of holders of Common Shares (the "Common Stockholders Meeting") as promptly as reasonably practicable after the date hereof definitive Proxy Statement has been filed with the SEC, and a meeting of holders of Preferred Shares (ithe "Preferred Stockholders Meeting" and, together with the Common Stockholders Meeting, the "Stockholders Meetings") as promptly as practicable after the definitive Proxy Statement has been filed with the SEC to consider and vote upon the approval of the Merger. It is agreed that, except as provided in Section 1.5(c), the Company will not cancel, adjourn or postpone the Stockholders Meetings without the prior written consent of Parent. Subject to fiduciary obligations under applicable Law, the Company's board of directors shall recommend approval, shall not withdraw or modify such recommendation and shall take all steps reasonably necessary lawful action to call, give notice of, convene and hold a special meeting of its stockholders (solicit such approval. Without limiting the “Target Special Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation generality of the Target Board foregoing, in the event that the Company's board of Directors that directors withdraws or modifies its stockholders approve this Agreementrecommendation, the Company nonetheless shall cause the Stockholders Meetings to be convened and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent votes taken with respect to each the Merger and the board of directors shall communicate to the Company's stockholders its basis for such withdrawal or modification as contemplated by Section 607.1103(2)(a) of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable lawFBCA. (b) Parent shallIn the event that the Stockholders Meetings contemplated by Section 6.4(a) are cancelled pursuant to Section 1.5(c) in connection with the commencement of the Tender Offer, the Company will take, in accordance with its Governing Documents, all action necessary to convene meetings of holders of Shares as promptly as reasonably practicable after upon the date hereof (i) written request of Parent. Subject to fiduciary obligations under applicable Law, the Company's board of directors shall recommend approval, shall not withdraw or modify such recommendation and shall take all steps reasonably necessary lawful action to call, give notice of, convene and hold a special meeting of its stockholders (solicit such approval. Without limiting the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation generality of the Parent Board foregoing, in the event that the Company's board of Directors that directors withdraws or modifies its stockholders approve this Agreementrecommendation, (iii) use all reasonable efforts the Company nonetheless shall cause the Stockholders Meetings to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, be convened and (iv) cooperate and consult with Target a vote taken with respect to each the Merger, and the board of directors shall communicate to the Company's stockholders its basis for such withdrawal or modification as contemplated by Section 607.1103(2)(a) of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable lawFBCA.

Stockholders Meetings. (a) Target The Seller, acting through its Board of Directors, shall, as subject to and according to applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable to ensure obtaining requisite stockholder approval following the “Target Special Meeting”) date on which the Registration Statement becomes effective the Seller Meeting for the purpose of securing voting to approve and adopt this Agreement and the Target Stockholders’ ApprovalMerger (the "Seller Voting Proposal"). The Board of Directors of the Seller shall, subject to the fiduciary duties of the Board of Directors of Seller under applicable law as advised by outside counsel, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (ii) distribute take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided, however, that in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate context of incorporation and bylaws, which Proxy/Prospectus shall contain an Acquisition Proposal the recommendation of the Target Board of Directors that of Seller may withdraw such recommendation (and be relieved of its stockholders approve this Agreement, and (iii) use all reasonable efforts duty to solicit from its stockholders proxies in favor of approval of this Agreement Seller's shareholders but not be relieved of its obligations to call and hold the Seller Shareholder Meeting for the purposes of voting to secure approve and adopt the Target Stockholders’ Approval, and Seller Voting Proposal) if (ivbut only if) cooperate and consult with Parent with respect to each of (i) the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if of Seller has received a Superior Proposal and (ii) such Board of Directors, after consultation with Directors upon advice of its outside legal counselcounsel determines that it is required, determines in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. The Seller stockholder vote required for the approval of the Seller Voting Proposal shall be a majority of the outstanding shares of Seller Common stock on the record date for the Seller Meeting. (b) Parent Buyer, acting through its Board of Directors, shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary subject to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate Certificate of incorporation Incorporation and bylawsBylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law.promptly

Stockholders Meetings. (a) Target shallPageNet will take, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Target Special Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law Law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation all action necessary to convene a meeting of the Target Board of Directors that its stockholders approve (the "PageNet Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the adoption of this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor approve the Merger, an amendment to the PageNet certificate of approval incorporation to increase the number of PageNet Shares authorized to an amount sufficient to complete the transactions contemplated by this Agreement and the other transactions contemplated by this Agreement. PageNet will take all necessary action to secure obtain the Target Stockholders’ adoption of this Agreement, the approval of the Merger, the amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Agreement and the other transactions contemplated by this Agreement by the holders of the PageNet Shares (the "PageNet Stockholders Approval, "). The Board of Directors of PageNet shall: (i) recommend that the stockholders adopt this Agreement and thereby approve the Merger and the other transactions contemplated by this Agreement (including without limitation adoption of the Prepackaged Plan and authorization of the Bankruptcy Case) and the amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Agreement; and (ivii) cooperate take all lawful action to solicit such adoption and consult with Parent with respect to each of the foregoing mattersapproval; provided, however, that nothing contained in this Section 7.11(a) shall prohibit the Target PageNet's Board of Directors from failing may, at any time prior to make the Effective Time, withdraw, modify or from withdrawing or modifying its change any such recommendation to the Target stockholders hereunder if such extent that PageNet's Board of DirectorsDirectors determines in good faith, after consultation with outside legal counsel, determines in good faith that such action withdrawal, modification or change of its recommendation is necessary for Target’s required by its fiduciary duties to PageNet's stockholders under applicable Law; provided, further, that, unless this Agreement is terminated by Arch pursuant to Section 8.4, PageNet shall, as promptly as practicable after the S-4 Registration Statement is declared effective, duly convene and complete the PageNet Stockholders Meeting regarding the adoption of this Agreement and the approval of the Merger, the amendment to the PageNet certificate of incorporation set forth above and the other transactions contemplated by this Agreement, regardless of whether PageNet's Board of Directors has withdrawn, modified, or changed its recommendation to comply with its fiduciary duties under applicable lawthe stockholders regarding the adoption of this Agreement or the approval of the Merger, the amendment to the PageNet certificate of incorporation set forth above or the other transactions contemplated by this Agreement prior to such PageNet Stockholders Meeting. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, PageNet shall not be required to convene a PageNet Stockholders Meeting after (x) the Bankruptcy Case has commenced or (y) PageNet stipulates to bankruptcy relief after the occurrence of an Involuntary Insolvency Event pursuant to Section 6.19(a)(v) hereof. (b) Parent shallArch will take, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Special Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law Law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain all action necessary to convene a meeting of its stockholders (the recommendation "Arch Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to (i) consider and vote upon (A) the Certificate Amendments and the issuance of shares of Arch Common Stock pursuant to the Merger, the conversion of the Parent Arch Series C Preferred Shares and the Arch Exchange Offer or (B) if the Alternative Merger is elected pursuant to Section 4.5 and Arch is a party to the Alternative Merger, the adoption of this Agreement and the approval of the Alternative Merger and the other transactions contemplated by this Agreement (including the actions contemplated by the Certificate Amendments, which may be effectuated pursuant to a certificate of merger filed in connection with such Alternative Merger); and (ii) to approve any actions necessary pursuant to Section 3.1 hereof (the "Arch Stockholders Approval"). Arch will take all necessary action to obtain such consents and approvals. The Board of Directors of Arch shall: (i) recommend that its the stockholders adopt the Certificate Amendments and approve the issuance of Arch Common Stock pursuant to the Merger, the conversion of the Arch Series C Preferred Shares and the Arch Exchange Offer (or this Agreement and the Alternative Merger if Arch is a party to the Alternative Merger) and the other transactions contemplated by this Agreement, ; and (iiiii) use take all reasonable efforts lawful action to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matterssuch adoption; provided, however, that nothing contained in this Section 7.11(b) shall prohibit the Parent Arch' Board of Directors from failing may, at any time prior to make the Effective Time, withdraw, modify or from withdrawing or modifying its change any such recommendation to the Parent stockholders hereunder if Parent’s extent that Arch' Board of DirectorsDirectors determines in good faith, after consultation with outside legal counsel, determines in good faith that such action withdrawal, modification or change of its recommendation is necessary for such required by its fiduciary duties to Arch' stockholders under applicable Law; provided, further, that, unless this Agreement is terminated by PageNet pursuant to Section 8.3, Arch shall, as promptly as practicable after the S-4 Registration Statement is declared effective, duly convene and complete the Arch Stockholders Meeting regarding the adoption of the Certificate Amendments and the issuance of shares of Arch Common Stock pursuant to the Merger, the conversion of the Arch Series C Preferred Shares and the Arch Exchange Offer (or this Agreement and the Alternative Merger if Arch is a party to the Alternative Merger) and the other transactions contemplated by this Agreement, regardless of whether Arch' Board of Directors has withdrawn, modified, or changed its recommendation to comply with its fiduciary duties under applicable lawthe stockholders regarding the adoption of the Certificate Amendments and the issuance of shares of Arch Common Stock pursuant to the Merger, the conversion of the Arch Series C Preferred Shares and the Arch Exchange Offer (or this Agreement and the Alternative Merger if Arch is a party to the Alternative Merger) or the other transactions contemplated by this Agreement prior to such Arch Stockholders Meeting.

Stockholders Meetings. (a) Target The Seller, acting through its Board of Directors, shall, as subject to and according to applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable to ensure obtaining requisite stockholder approval following the “Target Special Meeting”) date on which the Registration Statement becomes effective the Seller Meeting for the purpose of securing voting to approve and adopt this Agreement and the Target Stockholders’ ApprovalMerger (the "Seller Voting Proposal"). The Board of Directors of the Seller shall, subject to the fiduciary duties of the Board of Directors of Seller under applicable law as advised in a written opinion by outside counsel, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (ii) distribute take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided, however, that in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate context of incorporation and bylaws, which Proxy/Prospectus shall contain an Acquisition Proposal the recommendation of the Target Board of Directors that of Seller may withdraw such recommendation (and be relieved of its stockholders approve this Agreement, and (iii) use all reasonable efforts duty to solicit from its stockholders proxies in favor of approval of this Agreement and to secure Seller's shareholders) if (but only if) (i) the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if of Seller has received a Superior Proposal and (ii) such Board of Directors, after consultation with Directors upon advice of its outside legal counselcounsel determines that it is required, determines in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. The Seller stockholder vote required for the approval of the Seller Voting Proposal shall be a majority of the outstanding shares of Seller Common stock on the record date for the Seller Meeting. (b) Parent Buyer, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special meeting of its stockholders (as soon as practicable to ensure obtaining requisite stockholder approval following the “Parent Special Meeting”) date on which the Registration Statement becomes effective, the Buyer Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law.A-22

Stockholders Meetings. (a) Target shallThe Company, as promptly as reasonably practicable after acting through the date hereof (i) Company Board, shall take all steps reasonably necessary actions in accordance with applicable law (including all applicable requirements of the Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its Certificate of Incorporation and By-laws to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable, and in any event within 45 days after the declaration of its stockholders (effectiveness of the “Target Special Meeting”) Registration Statement, the Company Stockholders Meeting for the purpose of securing considering and voting upon the Target Stockholders’ ApprovalCompany Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation, and (ii) distribute neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to its stockholders withdraw or modify in a manner adverse to the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylawsBuyer, which Proxy/Prospectus shall contain the recommendation of the Target Company Board that the Company's stockholders vote in favor of Directors the Company Voting Proposal. The Company shall take all action that its stockholders approve this Agreement, is both reasonable and (iii) use all reasonable efforts lawful to solicit from its stockholders proxies in favor of approval of this Agreement the Company Voting Proposal and shall take all other action necessary or advisable to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each vote or consent of the foregoing matters; provided, that nothing Company Stockholders required by the rules of the Nasdaq Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsAgreement, after consultation with outside legal counselthe Buyer, determines the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in good faith that such action is the Joint Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary for Target’s Board to conduct the business of Directors to comply with its fiduciary duties under applicable lawthe Company Stockholders Meeting. (b) Parent shallThe Buyer, as promptly as reasonably practicable after acting through the date hereof (i) Buyer Board, shall take all steps reasonably necessary actions in accordance with applicable law (including all applicable requirements of the Code and ERISA) and its Articles of Organization and By-laws to promptly and duly call, give notice of, convene and hold a special meeting as promptly as practicable, and in any event within 45 days after the declaration of its stockholders (effectiveness of the “Parent Special Meeting”) Registration Statement, the Buyer Stockholders Meeting for the purpose of securing voting to approve the Parent Stockholders’ Approval, issuance of the shares of Buyer Common Stock to be issued in the Merger (the "Buyer Voting Proposal"). The Buyer Board shall (i) recommend approval of the Buyer Voting Proposal and include in the Joint Proxy Statement/Prospectus such recommendation and (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use take all reasonable efforts and lawful action to solicit from its stockholders proxies and obtain such approval, provided that the Buyer may withdraw such recommendation if the Buyer Board in favor of approval of the Parent Stockholders’ Approval, and good faith (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, ) determines in good faith that such action it is necessary for such Board of Directors required to do so to comply with its fiduciary duties under applicable lawduties. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Company, the Buyer may adjourn or postpone the Buyer Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Buyer's stockholders or, if as of the time for which the Buyer Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Buyer Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Buyer Stockholders Meeting. The Buyer, as the sole stockholder of the Transitory Subsidiary, shall approve this Agreement.

Stockholders Meetings. (a) Target OEI shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Target "OEI Special Meeting”") for the purpose of securing the Target OEI Stockholders’ ' Approval, (ii) distribute to its stockholders the ProxyProxy Statement/Prospectus in accordance with applicable federal and state law and with its certificate of incorporation and bylaws, which ProxyProxy Statement/Prospectus shall contain the recommendation of the Target Board of Directors of OEI that its stockholders approve and adopt this AgreementAgreement and the transactions contemplated hereby, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of the approval and adoption of the this Agreement and the transactions contemplated hereby and to secure the Target OEI Stockholders’ ' Approval, and (iv) cooperate and consult with Parent Seagull with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a7.13(a) shall prohibit the Target OEI Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target OEI stockholders hereunder if such the Board of DirectorsDirectors of OEI, after consultation with outside and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for Target’s such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Parent Seagull shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent "Seagull Special Meeting”") for the purpose of securing the Parent Seagull Stockholders’ ' Approval, (ii) distribute to its stockholders the ProxyProxy Statement/Prospectus in accordance with applicable federal and state law and its certificate articles of incorporation and bylaws, which ProxyProxy Statement/Prospectus shall contain the recommendation of the Parent Seagull Board of Directors that its stockholders approve this Agreement, Agreement and the election of directors described in Section 7.12 and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and the Parent election of directors described in Section 7.12 and to secure the Seagull Stockholders’ ' Approval, and (iv) cooperate and consult with Target OEI with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b7.13(b) shall prohibit the Parent Seagull Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent Seagull stockholders hereunder if Parent’s the Board of DirectorsDirectors of Seagull, after consultation with outside and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Seagull Special Meeting and the OEI Special Meeting shall be held on the same day unless otherwise agreed by Seagull and OEI.

Stockholders Meetings. (a) Target shallSubject to Section 5.4 and Section 5.5, (i) as promptly as reasonably practicable after practicable, the date hereof (i) Company, acting through the Company Board, shall take all steps reasonably action necessary under all applicable Law to call, give notice of, convene and hold a special meeting of its stockholders the Company Stockholders to vote on a proposal to adopt this Agreement (the “Target Special Company Stockholders Meeting”) for the purpose of securing the Target Stockholders’ Approval, which term shall include as applicable any and all adjournments or postponements thereof), (ii) distribute to its stockholders the Proxy/Prospectus Company Stockholders Meeting shall be held (on a date selected by the Company in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. (bParent) Parent shall, as promptly as reasonably practicable after the date hereof mailing of the Joint Proxy Statement/Prospectus, and (iii) the Company shall use its reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders Meeting are solicited in compliance with all applicable Law. Parent shall vote (or consent with respect to) or cause to be voted (or a consent to be given with respect to) any limited liability company interests of Merger Sub beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, proxy or otherwise) to cause to be voted (or to provide a consent), in favor of the approval of this Agreement at the Company Stockholders Meeting and any meeting of members of the Merger Sub, at which this Agreement shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by any action of stockholders or members of either the Company or Merger Sub by consent in lieu of a meeting). (b) Subject to Section 5.4 and Section 5.5, (i) as promptly as reasonably practicable, Parent, acting through the Parent Board, shall take all steps reasonably action necessary under all applicable Law to call, give notice of, convene and hold a special meeting of its stockholders the Parent Stockholders to vote on a proposal to approve the issuance of the Merger Consideration pursuant to terms and conditions set forth in this Agreement (the “Parent Special Stockholders Meeting”) for the purpose of securing the Parent Stockholders’ Approval, which term shall include as applicable any and all adjournments or postponements thereof), (ii) distribute the Parent Stockholders Meeting shall be held (on a date selected by Parent in consultation with the Company) as promptly as reasonably practicable after the mailing of the Joint Proxy Statement/Prospectus, and (iii) Parent shall use its reasonable best efforts to its stockholders ensure that all proxies solicited in connection with the Proxy/Prospectus Parent Stockholders Meeting are solicited in compliance with all applicable Law. (c) Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholders Meeting, and Parent shall not be required to hold the Parent Stockholders Meeting, if this Agreement is terminated in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law8.1.

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene The Company shall duly call and hold a special meeting of its stockholders (the “Target Special "Company Stockholders' Meeting”") as promptly as reasonably practicable in accordance with applicable Law, its Certificate of Incorporation and By-laws following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with Parent, (provided that the Company shall not be required to hold the Company Stockholders' Meeting prior to the date of the Parent Stockholders' Meeting), for the purpose of securing voting upon the Target adoption and approval of this Agreement. In connection with the Company Stockholders’ Approval' Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Stockholders' Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of Parent, such consent not to be unreasonably withheld) to obtain the necessary approvals by its stockholders of this Agreement, the Merger and the other transactions contemplated hereby, and (ii) distribute otherwise comply with all legal requirements applicable to its stockholders the Proxy/Prospectus Company Stockholders' Meeting. Except where to do so would, in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation good faith determination of the Target Board of Directors that of the Company, result in a breach of its stockholders approve this Agreementfiduciary duties to stockholders, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor the Board of Directors of the Company shall recommend approval of this Agreement and the Merger by the stockholders of the Company (the "Company Recommendation") and shall not withdraw or adversely modify (or propose to secure the Target Stockholders’ Approvalwithdraw or adversely modify) such recommendation, and (iv) cooperate and consult with Parent with respect to each of the foregoing mattersJoint Proxy /Prospectus shall contain such recommendation; provided, that nothing contained in no event shall the Company fail to submit this Section 7.11(a) shall prohibit Agreement and the Target Merger to its stockholders, regardless of whether or not the Board of Directors from failing to make or from withdrawing or modifying its recommendation to of the Target stockholders hereunder if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such Company takes any action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable lawpermitted by Section 6.4 hereof. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene shall duly call and hold a special meeting of its stockholders (the “"Parent Special Stockholders' Meeting”") as promptly as reasonably practicable in accordance with applicable Law, its Certificate of Incorporation and By-laws following the date the Registration Statement becomes effective and the Proxy Statement is cleared by the SEC and after coordination with the Company (provided that the Parent shall not be required to hold the Parent Stockholders' Meeting prior to the date of the Company Stockholders' Meeting), for the purpose of securing voting upon the approval of the Share Issuance and the Charter Amendment. In connection with the Parent Stockholders’ Approval' Meeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Parent Stockholders' Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of Parent, such consent not to be unreasonably withheld) to obtain the necessary approvals by its stockholders of the Share Issuance and the Charter Amendment and (ii) distribute otherwise comply with all legal requirements applicable to the Parent Stockholders' Meeting. Except where to do so would, in the good faith determination of the Board of Directors of Parent, result in a breach of its fiduciary duties to stockholders, the Board of Directors of Parent shall recommend the approval of the Share Issuance and the Charter Amendment by the stockholders of Parent (the Proxy/Prospectus in accordance with applicable federal "Parent Recommendation") and state law shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and its certificate of incorporation and bylaws, which the Joint Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matterssuch recommendation; provided, that nothing contained in this Section 7.11(b) no event shall prohibit Parent fail to submit the Parent Charter Amendment to its stockholders, regardless of whether or not the Board of Directors from failing of Parent takes any action permitted by Section 6.4 hereof; provided, further, that nothing herein shall be deemed to make or from withdrawing or modifying its recommendation to limit the Parent stockholders hereunder if Parent’s Board fiduciary duty of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for such disclosure of the Board of Directors to comply with its fiduciary duties under applicable lawof Parent.

Stockholders Meetings. (a) Target shallPageNet will take, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Target Special Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law Law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation all action necessary to convene a meeting of the Target Board of Directors that its stockholders approve (the "PAGENET STOCKHOLDERS MEETING") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the adoption of this Agreement, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor approve the Merger, an amendment to the PageNet certificate of approval incorporation to increase the number of PageNet Shares authorized to an amount sufficient to complete the transactions contemplated by this Agreement and the other transactions contemplated by this Agreement. PageNet will take all necessary action to secure obtain the Target Stockholders’ Approvaladoption of this Agreement, and (iv) cooperate and consult with Parent with respect to each the approval of the foregoing matters; providedMerger, that nothing contained in the amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Section 7.11(a) shall prohibit Agreement and the Target other transactions contemplated by this Agreement by the holders of the PageNet Shares (the "PAGENET STOCKHOLDERS APPROVAL"). The Board of Directors from failing of PageNet shall: (i) recommend that the stockholders adopt this Agreement and thereby approve the Merger and the other transactions contemplated by this Agreement (including without limitation adoption of the Prepackaged Plan and authorization of the Bankruptcy Case) and the amendment to make the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Agreement; and (ii) take all lawful action to solicit such adoption and approval; PROVIDED, HOWEVER, that PageNet's Board of Directors may, at any time prior to the Effective Time, withdraw, modify or from withdrawing or modifying its change any such recommendation to the Target stockholders hereunder if such extent that PageNet's Board of DirectorsDirectors determines in good faith, after consultation with outside legal counsel, determines in good faith that such action withdrawal, modification or change of its recommendation is necessary for Target’s Board of Directors to comply with required by its fiduciary duties to PageNet's stockholders under applicable law. (b) Parent Law; PROVIDED, FURTHER, that, unless this Agreement is terminated by Arch pursuant to Section 8.4, PageNet shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to callS-4 Registration Statement is declared effective, give notice of, duly convene and hold a special meeting complete the PageNet Stockholders Meeting regarding the adoption of its stockholders (this Agreement and the “Parent Special Meeting”) for approval of the purpose of securing Merger, the Parent Stockholders’ Approval, (ii) distribute amendment to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its PageNet certificate of incorporation set forth above and bylawsthe other transactions contemplated by this Agreement, which Proxy/Prospectus shall contain the recommendation regardless of the Parent whether PageNet's Board of Directors that its stockholders approve this Agreementhas withdrawn, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of the Parent Stockholders’ Approvalmodified, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.11(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying changed its recommendation to the Parent stockholders hereunder if Parent’s Board regarding the adoption of Directorsthis Agreement or the approval of the Merger, after consultation with outside legal counsel, determines in good faith that the amendment to the PageNet certificate of incorporation set forth above or the other transactions contemplated by this Agreement prior to such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law.PageNet