Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisUnless and until this Agreement has been terminated as permitted by SECTION 9.01, acting through A shall call and hold the Polaris Board (or a duly authorized committee thereof), shall, A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly as practicable after the Form S-4 is declared effective, take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting voting upon the approval of the A Merger and approving the B Merger, respectively, this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance ancillary agreements and the Polaris Constellation Stock Issuance transactions contemplated hereby and thereby, and A and B shall use their respective reasonable efforts to hold the other Transactions (Stockholders' Meetings on the same day and as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, as promptly soon as practicable after the Form S-4 date on which the Registration Statement becomes effective. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to 51 withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); PROVIDED, HOWEVER, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with SECTION 7.04, (ii) an unsolicited bona fide written Superior Proposal is declared effectivethen-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take all action required by such action, together with the MGCL information specified in SECTION 7.04(b), if applicable, and its Organizational Documents (iv) in the good faith judgment of the Board of Directors of A or, in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the applicable requirements of Special Committee, as the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactionscase may be, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by SECTION 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in connection with the Transactions (including any postponementcase of B, adjournment or recess thereofif appropriate, the “Sirius Stockholders Meeting”Special Committee); provided that Sirius , as the case may postponebe, recess or adjourn such meeting solely (1) determines at any time subsequent to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date hereof that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIIIno longer advisable and recommends that the stockholders of A or B, Polaris shall submit this Agreementas the case may be, the Redomestication Mergerreject it, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board notwithstanding any Takeover Proposal (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoas defined below). (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisMBI shall take all action necessary, acting through in accordance with applicable law and its Certificate of Incorporation and Bylaws, to convene a special meeting of the Polaris Board stockholders of MBI (or a duly authorized committee thereof), shall, the "MBI Meeting") as promptly as practicable after the Form S-4 is declared effective, take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting considering and approving taking action to authorize this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance Agreement and the Polaris Constellation Stock Issuance transactions contemplated hereby (the "MBI Share Proposal"). Subject to its fiduciary duties and the other Transactions (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on advised by the common stockholders of Polaris outside counsel in connection with the Transactions receipt by MBI of a Business Combination Proposal (including any postponement, adjournment or recess thereofas defined in Section 7.10) that the Board of Directors of MBI reasonably believes will result in a Superior Proposal (as defined in Section 7.10), the “Polaris Stockholders Meeting”); provided Board of Directors of MBI will recommend that Polaris may postpone, recess or adjourn such meeting solely (1) to holders of MBI Common Stock vote in favor of and approve the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) Merger and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after adoption of this Agreement at the date that is three (3) business days prior to the Outside DateMBI Meeting. (b) SiriusPalatin shall take all action necessary, acting through in accordance with applicable law and its Certificate of Incorporation and Bylaws, to convene a meeting of the Sirius Board stockholders of Palatin (or a duly authorized committee thereof), shall, the "Palatin Meeting") as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Mergerconsidering and taking action to authorize, approving the New Holdco Mergeramong other items, the Sirius-Polaris Merger, the LLC Conversion this Agreement and the other Transactions, transactions contemplated hereby (the "Palatin Share Proposal"). Subject to the extent applicable to Sirius (its fiduciary duties and as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on advised by the common stockholders of Sirius outside counsel in connection with the Transactions receipt by Palatin of a Business Combination Proposal (including any postponement, adjournment or recess thereofas defined in Section 7.10) that the Board of Directors of Palatin reasonably believes will result in a Superior Proposal (as defined in Section 7.10), the “Sirius Stockholders Meeting”); provided Board of Directors of Palatin will recommend that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of Palatin Common Stock vote in favor of and approve the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval Palatin Share Proposal at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoPalatin Meeting. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), Stone shall, as promptly as reasonably practicable after the Form S-4 is declared effective, date hereof (i) take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE steps reasonably necessary to duly call, give notice of, convene and hold as promptly as practicable a special meeting of its stockholders (the common stockholders of Polaris “Stone Special Meeting”) for the purpose of adopting securing the Stone Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and approving state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Stone 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 this Agreement and to secure the Redomestication MergerStone Stockholders’ Approval, and (iv) cooperate and consult with Wave with respect to each of the New Polaris Charterforegoing matters; provided, that nothing contained in this Section 7.11(a) shall prohibit the Polaris Sirius Stock Issuance Stone Board of Directors from failing to take the actions described in (i) through (iv) above if such Board of Directors, after consultation with outside legal counsel, determines in good faith that such action is necessary for Stone’s Board of Directors to comply with its fiduciary duties under applicable law and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required Stone Board of Directors receives a written legal opinion from such outside legal counsel to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Dateeffect. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), Wave shall, as promptly as reasonably practicable after the Form S-4 is declared effective, date hereof (i) take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE steps reasonably necessary to duly call, give notice of, convene and hold as promptly as practicable a special meeting of its stockholders (the holders of the Sirius Shares “Wave Special Meeting”) for the purpose of adopting securing the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable LawWave Stockholders’ Approval, (2ii) with distribute to its stockholders the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated Proxy/Prospectus in accordance with Article VIIIapplicable federal and state law and its certificate of incorporation and bylaws, Polaris which Proxy/Prospectus shall submit contain the recommendation of the Wave Board of Directors that its stockholders approve this Agreement, the Redomestication Mergeramendment of the Wave articles of incorporation in the form set forth in Exhibit 2.1 hereto, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration appointment of the persons to the Surviving Corporation’s board of directors as set forth in Exhibit 2.3 hereto, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and adoption to secure the Wave Stockholders’ Approval, and approval at (iv) cooperate and consult with Stone with respect to each of the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereofforegoing matters; provided, that nothing contained in this Section 7.11(b) shall have effected a Polaris Change prohibit the Wave Board of RecommendationDirectors from failing to take the actions described in (i) through (iv) above if Wave’s Board of Directors, after consultation with outside legal counsel, determines in which case the Polaris good faith that such action is necessary for such Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance of Directors to comply with its fiduciary duties under applicable law and the other Transactions Wave Board of Directors receives a written legal opinion from such outside legal counsel to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretosuch effect. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisVersum will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Polaris Board (or a duly authorized committee thereof), shall, Versum Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required by to consider and vote upon the DGCL adoption of this Agreement and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2) in accordance with the prior written consent Section 7.4(c), or if, as of the Other Partiestime for which the Versum Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of Versum Common Stock represented (3either in person or by proxy) and voting to allow adopt this Agreement or to constitute a quorum necessary to conduct the business of the Versum Stockholders Meeting. Versum shall, subject to the right of the Versum Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable additional time best efforts to solicit additional from the stockholders of Versum proxies in favor of the proposal to adopt this Agreement and to secure the extent Polaris reasonably believes necessary in order to obtain Requisite Versum Vote (it being understood that the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris foregoing shall not be permitted require the Versum Board to postponerecommend in favor of the adoption of this Agreement, recess if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside DateSection 7.2(e)(iii)). (b) SiriusEntegris will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Sirius Board (or a duly authorized committee thereof), shall, Entegris Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required by to consider and vote upon the MGCL and its Organizational Documents issuance of shares of Entegris Common Stock in the Merger and the applicable requirements approval of the NYSE necessary Charter Amendment and to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, to the extent applicable to Sirius (as they may be combined or separately required cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2in accordance with Section 7.4(c) with the prior written consent or if, as of the Other Partiestime for which the Entegris Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of Entegris Common Stock represented (3either in person or by proxy) and voting to allow adopt this Agreement, approve the Share Issuance or approve the Charter Amendment, as applicable, to constitute a quorum necessary to conduct the business of the Entegris Stockholders Meeting. Entegris shall, subject to the right of the Entegris Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable additional time best efforts to solicit additional from the stockholders of Entegris proxies to in favor of the extent Sirius reasonably believes necessary in order to obtain adoption of this Agreement, the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) Share Issuance and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius Charter Amendment and to secure the Requisite Entegris Vote and the Entegris Charter Vote (it being understood that the foregoing shall not be permitted require the Entegris Board to postponerecommend in favor of the adoption of this Agreement, recess the Share Issuance and the Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside DateSection 7.2(e)(iii)). (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL Versum and its Organizational Documents Entegris shall cooperate and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold schedule and convene the Polaris Stockholders Meeting, the Sirius Versum Stockholders Meeting and the Constellation Entegris Stockholders Meeting on the same daydate. Versum and Entegris each agrees (i) to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (ii) to give written notice to the other Party one (1) day prior to the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, and on the day of, but prior to the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Versum Vote, the Requisite Entegris Vote or the Entegris Charter Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two (2) Business Days prior to the date the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, is scheduled, (A) Versum or Entegris, as applicable, has not received proxies representing the Requisite Versum Vote, the Requisite Entegris Vote or the Entegris Charter Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy/Prospectus is required to be delivered, Versum may, or if Entegris so requests, shall, or Entegris may, or if Versum so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, as long as the date of the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, is not postponed or adjourned more than ten (10) days in connection with any one postponement or adjournment or to a date that is no later than three (3) Business Days prior to the Outside Date. In the event that Versum or Entegris, as applicable, postpones or adjourns the Versum Stockholders Meeting or the Entegris Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the Versum Stockholders Meeting and the Entegris Stockholders Meeting are scheduled on the same date. (d) Without limiting the generality of the foregoing, but subject to each Party’s right to terminate this Agreement pursuant to Section 9.3(c) or Section 9.4(c), as applicable, each of Versum and Entegris agrees that its obligations to hold the Versum Stockholders Meeting and the Entegris Stockholders Meeting, as applicable, pursuant to this Section 7.4 shall not be affected by the making of a Change of Recommendation by the Versum Board or the Entegris Board, as applicable, and its obligations pursuant to this Section 7.4 shall not be affected by the commencement of or announcement or disclosure of or communication to Versum or Entegris, as applicable, of any Acquisition Proposal (including any Superior Proposal) or the occurrence or disclosure of an Intervening Event as to Versum or Entegris, as applicable. (e) Unless this Agreement is validly terminated The only matters to be voted upon at the Versum Stockholders Meeting and the Entegris Stockholders Meeting are (i) in accordance with Article VIII, Polaris shall submit this Agreementthe case of Versum, the Redomestication MergerRequisite Versum Vote and routine proposals required in connection with such vote and (ii) in the case of Entegris, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance Requisite Entegris Vote and the other Transactions for consideration Entegris Charter Vote and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, routine proposals required in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoconnection with such vote. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisCrown will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Polaris Board (or a duly authorized committee thereof), shall, Crown Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action for the purpose of seeking the Requisite Crown Vote, and shall not postpone or adjourn such meeting except to the extent required by the DGCL and its Organizational Documents and the applicable requirements Law, in accordance with Section 7.4(c), or if, as of the NYSE time for which the Crown Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of Crown Common Stock represented (either in person or by proxy) and voting to adopt this Agreement or to constitute a quorum necessary to duly conduct the business of the Crown Stockholders Meeting. Crown shall, subject to the right of the Crown Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of Crown proxies in favor of the proposal to adopt this Agreement and to secure the Requisite Crown Vote (it being understood that the foregoing shall not require the Crown Board to recommend in favor of the adoption of this Agreement, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, Crown’s obligation to call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving Crown Stockholders Meeting in accordance with this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required to be proposed or presentedSection 9.4(a) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postponelimited or otherwise affected by the making, recess commencement, disclosure, announcement or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Datesubmission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (b) SiriusKing will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Sirius Board (or a duly authorized committee thereof), shall, King Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action for the purpose of seeking the Requisite King Vote, and shall not postpone or adjourn such meeting except to the extent required by the MGCL and its Organizational Documents and the applicable requirements Law, in accordance with Section 7.4(c), or if, as of the NYSE time for which the King Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of King Common Stock represented (either in person or by proxy) and voting to approve the Share Issuance to constitute a quorum necessary to duly conduct the business of the King Stockholders Meeting. King shall, subject to the right of the King Board to effect a Change of Recommendation in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii), use reasonable best efforts to solicit from the stockholders of King proxies in favor of the Share Issuance and to secure the Requisite King Vote (it being understood that the foregoing shall not require the King Board to recommend in favor of the Share Issuance, if a Change of Recommendation has been effected in accordance with Section 7.2(e)(ii) or Section 7.2(e)(iii)). Unless this Agreement has been terminated in accordance with its terms, King’s obligation to call, give notice of, convene and hold as promptly as practicable a meeting the King Stockholders Meeting in accordance with this Section 7.4(b) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Acquisition Proposal or Superior Proposal, or by any Change of Recommendation. (c) Crown and King shall cooperate and use their reasonable best efforts to schedule and convene the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion Crown Stockholders Meeting and the King Stockholders Meeting on the same date. Crown and King each agrees (i) to provide the other Transactions, reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (ii) to give written notice to the extent applicable other Party one (1) day prior to Sirius the Crown Stockholders Meeting or the King Stockholders Meeting, as applicable, and on the day of, but prior to the Crown Stockholders Meeting or the King Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite Crown Vote or the Requisite King Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two (2) Business Days prior to the date the Crown Stockholders Meeting or the King Stockholders Meeting, as they may be combined applicable, is scheduled, (A) Crown or separately King, as applicable, has not received proxies representing the Requisite Crown Vote or the Requisite King Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy/Prospectus is required to be proposed delivered, Crown may, or presentedif King so requests, shall, or King may, or if Crown so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the Crown Stockholders Meeting or the King Stockholders Meeting, as applicable, as long as the date of the Crown Stockholders Meeting or the King Stockholders Meeting, as applicable, is not postponed or adjourned more than ten (10) and any other matters required to be voted on by the common stockholders of Sirius days in connection with the Transactions (including any postponement, one postponement or adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is no later than three (3) business days Business Days prior to the Outside Date. (c) Constellation, acting through . In the Constellation Board (event that Crown or a duly authorized committee thereof), shallKing, as promptly applicable, postpones or adjourns the Crown Stockholders Meeting or the King Stockholders Meeting, as practicable after applicable, the Form S-4 is declared effective, take all action required by other Party may postpone or adjourn its stockholders meeting such that the MGCL and its Organizational Documents Crown Stockholders Meeting and the applicable requirements of King Stockholders Meeting are scheduled on the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Datesame date. (d) The parties shall use their reasonable best efforts only matters to hold be voted upon at the Polaris Stockholders Meeting, the Sirius Crown Stockholders Meeting and the Constellation King Stockholders Meeting on are (i) in the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreementcase of Crown, the Redomestication MergerRequisite Crown Vote and routine proposals required in connection with such vote and (ii) in the case of King, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance Requisite King Vote and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, routine proposals required in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoconnection with such vote. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, East shall take all action required by necessary in accordance with applicable Laws and the DGCL and its East Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold a meeting of the East Stockholders, to be held as promptly as practicable a after the Registration Statement is declared effective under the Securities Act, to consider the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger (the “East Stockholders’ Meeting”). Subject to Section 5.4(b) and (c), East will, through the East Board, recommend that the East Stockholders adopt this Agreement and will use commercially reasonable efforts to solicit from the East Stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the East Stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Without limiting the generality of the foregoing, East agrees that (i) its obligations pursuant to the first sentence of this Section 5.3(a) shall not be affected by (A) the commencement, public proposal, public disclosure or communication to East of any Acquisition Proposal with respect to East or (B) any East Adverse Recommendation Change and (ii) no Acquisition Proposal with respect to East shall be presented to the East Stockholders for approval at the East Stockholders’ Meeting or any other meeting of the common stockholders East Stockholders; provided that, nothing set forth in this Section 5.3 shall prohibit East or the East Board from disclosing to the East Stockholders the existence of, or any terms or provisions of, any Acquisition Proposal with respect to East or any of Polaris for the purpose of adopting and approving modifications thereto. Notwithstanding anything to the contrary contained in this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions East (as they may i) shall be combined or separately required to be proposed adjourn or presented) and any other matters required to be voted on by postpone the common stockholders of Polaris in connection with the Transactions East Stockholders’ Meeting (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the East Stockholders or (B) if, as of the time for which the East Stockholders’ Meeting is scheduled, there are insufficient shares of East Common Stock represented (either in person or by applicable Lawproxy) to constitute a quorum necessary to conduct business at such East Stockholders’ Meeting and (ii) may adjourn or postpone the East Stockholders’ Meeting if, as of the time for which the East Stockholders’ Meeting is scheduled, there are insufficient shares of East Common Stock represented (either in person or by proxy) to obtain the East Stockholders’ Approval; provided, however, that the East Stockholders’ Meeting shall not be adjourned or postponed to a date on or after two (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days Business Days prior to the Outside Termination Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, Central shall take all action required by necessary in accordance with applicable Laws and the MGCL and its Central Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other TransactionsCentral Stockholders, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, held as promptly as practicable after the Form S-4 Registration Statement is declared effectiveeffective under the Securities Act, to vote upon the Central Proposal (the “Central Stockholders’ Meeting”). Subject to Section 5.4(e) and (f), Central will, through the Central Board, recommend that the Central Stockholders approve the Central Proposal and will use commercially reasonable efforts to solicit from the Central Stockholders proxies in favor of the Central Proposal and to take all other action necessary or advisable to secure the vote or consent of the Central Stockholders required by the MGCL and its Organizational Documents and the applicable requirements rules of the NYSE necessary or applicable Laws to duly callobtain such approvals. Without limiting the generality of the foregoing, give notice ofCentral agrees that (i) its obligations pursuant to the first sentence of this Section 5.3(b) shall not be affected by (A) the commencement, convene public proposal, public disclosure or communication to Central of any Acquisition Proposal with respect to Central or (B) any Central Adverse Recommendation Change and hold as promptly as practicable a (ii) no Acquisition Proposal with respect to Central shall be presented to the Central Stockholders for approval at the Central Stockholders’ Meeting or any other meeting of the holders East Stockholders; provided that, nothing set forth in this Section 5.3 shall prohibit Central or the Central Board from disclosing to the Central Stockholders the existence of, or any terms or provisions of, any Acquisition Proposal with respect to Central or any of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, modifications thereto. Notwithstanding anything to the extent applicable to Constellationcontrary contained in this Agreement, Central (as they may i) shall be combined or separately required to be proposed adjourn or presented) and any other matters required to be voted on by postpone the common stockholders of Constellation in connection with the Transactions Central Stockholders’ Meeting (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Central Stockholders or (B) if, as of the time for which the Central Stockholders’ Meeting is scheduled, there are insufficient shares of Central Common Stock represented (either in person or by applicable Lawproxy) to constitute a quorum necessary to conduct business at such Central Stockholders’ Meeting and (ii) may adjourn or postpone the Central Stockholders’ Meeting if, as of the time for which the Central Stockholders’ Meeting is scheduled, there are insufficient shares of Central Common Stock represented (either in person or by proxy) to obtain the Central Stockholders’ Approval; provided, however, that the Central Stockholders’ Meeting shall not be adjourned or postponed to a date on or after two (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days Business Days prior to the Outside Termination Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, ReShape shall take all action required by the DGCL necessary in accordance with applicable Law and its ReShape’s Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders holders of Polaris for the purpose of adopting and approving this AgreementReShape Common Stock, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, held as promptly as practicable after the Form S-4 Registration Statement is ​ ​ declared effectiveeffective under the Securities Act, to approve the adoption of this Agreement and the transactions contemplated by this Agreement, including the Merger (the “ReShape Stockholders’ Meeting”). Subject to Section 6.04(b) and Section 6.04(c) (but without limiting the provisions of Section 6.04(h)), ReShape will, through its directors, recommend that the holders of ReShape Common Stock adopt this Agreement and will use commercially reasonable efforts to solicit from the holders of ReShape Common Stock proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the holders of ReShape Common Stock required by the rules of the OTCQB Market or applicable Law to obtain such approvals. (b) Obalon shall take all action required by the MGCL necessary in accordance with applicable Law and its Obalon Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other TransactionsObalon Stockholders, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, held as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required by effective under the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other TransactionsSecurities Act, to obtain the extent applicable Obalon Stockholder Approval (the “Obalon Stockholders’ Meeting”). Subject to Constellation, (as they may be combined or separately required to be proposed or presentedSection 6.04(e) and any other matters required Section 6.04(f) (but without limiting the provisions of Section 6.04(h)), Obalon will, through the Obalon Board, recommend that the Obalon Stockholders approve the proposals to be voted on by the common stockholders of Constellation approve this Agreement and to issue shares in accordance with its provisions, including in connection with the Transactions (including any postponementMerger, adjournment and will use commercially reasonable efforts to solicit from the Obalon Stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or recess thereof, advisable to secure the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess vote or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to Obalon Stockholders required by the extent Constellation reasonably believes necessary in order rules of the NASDAQ or applicable Law to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Dateapprovals. (dc) The parties shall ReShape and Obalon will use their commercially reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders ReShape Stockholders’ Meeting and the Constellation Stockholders Obalon Stockholders’ Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit date and as soon as practicable after the date of this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), Target shall, as promptly as reasonably practicable after the Form S-4 is declared effective, date hereof (i) take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE steps reasonably necessary to duly call, give notice of, convene and hold as promptly as practicable a special or annual meeting of its stockholders (the common stockholders of Polaris “Target Special Meeting”) for the purpose of adopting securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and approving 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, (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Redomestication MergerTarget Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the New Polaris Charterforegoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined Target Board of Directors from failing to make or separately required to be proposed from withdrawing or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) modifying its recommendation to the extent required by applicable LawTarget stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, (2i) determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law and (ii) provides written notice to Parent five days prior of such Board of Directors withdrawing or modifying its recommendation to the prior written consent Target stockholders. Without limiting the generality of the Other Partiesforegoing, (3Target agrees that its obligations pursuant to this Section 7.13(a) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postponeaffected by the commencement, recess public proposal, public disclosure or adjourn such meeting to a date after the date that is three (3) business days prior communication to the Outside DateTarget or any other Person of any Target Acquisition Proposal. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), Parent shall, as promptly as reasonably practicable after the Form S-4 is declared effective, date hereof (i) take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE steps reasonably necessary to duly call, give notice of, convene and hold as promptly as practicable a special meeting of its stockholders (the holders of the Sirius Shares “Parent Special Meeting”) for the purpose of adopting securing the Sirius Upstream MergerParent Stockholders’ Approval, approving (ii) distribute to its stockholders the New Holdco MergerProxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the Sirius-Polaris Mergerrecommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use all reasonable efforts to solicit from its stockholders proxies to secure the LLC Conversion Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the other Transactionsforegoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the extent Parent stockholders hereunder if Parent’s Board of Directors, after consultation with 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 to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Datelaw. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated performed in accordance with Article VIIIits specific terms or is otherwise breached. Accordingly, Polaris shall submit Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Agreement, 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 Redomestication Merger, United States or any state thereof having jurisdiction over the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance parties and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendationmatter, in addition to any other remedy to which case the Polaris Board (Parent may be entitled, at law or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoequity. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisNova I, acting through the Polaris Nova I Board (or a duly authorized committee thereof)Special Committee and the Nova I Board, shall, as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement, take all action required by the DGCL MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the common stockholders of Polaris Nova I for the purpose of adopting and approving this Agreement, the Redomestication Nova I Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Nova I Stockholders Meeting”); provided that Polaris Nova I (1) may postpone, recess or adjourn such meeting solely (1A) to the extent required by applicable Law, (2B) with the prior written consent of the Other Parties, (3C) to allow reasonable additional time to solicit additional proxies to the extent Polaris Nova I reasonably believes necessary in order to obtain the Polaris Nova I Requisite VotesVote, (4D) in the absence of a quorum and or (5E) if Polaris Nova I has delivered any notice contemplated by Section 6.01(c6.01(d) and the time periods contemplated by Section 6.01(c6.01(d) have not expiredexpired and (2) shall postpone, recess or adjourn such meeting if, as of the scheduled date of such meeting, Nova I has not solicited sufficient proxies in order to obtain the Nova I Requisite Vote; provided further that, in each case, Polaris Nova I shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the date that is three for which the Nova I Stockholders Meeting was originally scheduled (3excluding any adjournments or postponements required by applicable Law) business or (y) more than 120 days prior to from the record date for the Nova I Stockholders Meeting, whichever occurs first (the “Nova I Outside Meeting Date”). (b) SiriusNova II, acting through the Sirius Nova II Board (or a duly authorized committee thereof)Special Committee and the Nova II Board, shall, as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the holders common stockholders of the Sirius Shares Nova II for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Nova II Merger, the Sirius-Polaris Merger, the LLC Conversion Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to Sirius the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Nova II Stockholders Meeting”); provided that Sirius Nova II (1) may postpone, recess or adjourn such meeting solely (1A) to the extent required by applicable Law, (2B) with the prior written consent of the Other Parties, (3C) to allow reasonable additional time to solicit additional proxies to the extent Sirius Nova II reasonably believes necessary in order to obtain the Sirius Nova II Requisite Vote, (4D) in the absence of a quorum and or (5E) if Sirius Nova II has delivered any notice contemplated by Section 6.02(c6.02(d) and the time periods contemplated by Section 6.02(c6.02(d) have not expiredexpired and (2) shall postpone, recess or adjourn such meeting if, as of the scheduled date of such meeting, Nova II has not solicited sufficient proxies in order to obtain the Nova II Requisite Vote; provided further that, in each case, Sirius Nova II shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the date that is three for which the Nova II Stockholders Meeting was originally scheduled (3excluding any adjournments or postponements required by applicable Law) business or (y) more than 120 days prior to from the record date for the Nova II Stockholders Meeting, whichever occurs first (the “Nova II Outside Meeting Date”). (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their respective commercially reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Nova I Stockholders Meeting and the Constellation Nova II Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisUnless and until this Agreement has been terminated as permitted by Section 9.01, acting through A shall call and hold the Polaris Board (or a duly authorized committee thereof), shall, A Stockholders' Meeting and B shall call and hold the B Stockholders' Meeting as promptly as practicable after the Form S-4 is declared effective, take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting voting upon the approval of the A Merger and approving the B Merger, respectively, this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance ancillary agreements and the Polaris Constellation Stock Issuance transactions contemplated hereby and thereby, and A and B shall use their respective reasonable efforts to hold the other Transactions (Stockholders' Meetings on the same day and as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, as promptly soon as practicable after the Form S-4 date on which the Registration Statement becomes effective. Each of A and B shall, through its Board of Directors, solicit from its stockholders votes or proxies in favor of the approval and adoption of the Mergers as provided for in this Agreement and recommend such approval and adoption and shall not withdraw or modify, or propose to withdraw or modify, in a manner adverse to the other parties, such recommendation (or announce publicly its intention to do so); provided, however, that neither A nor B shall be obligated with respect to the foregoing provisions of this sentence if (i) A or B, as the case may be, has complied with Section 7.04, (ii) an unsolicited bona fide written Superior Proposal is declared effectivethen-outstanding, (iii) A or B, as the case may be, provides at least two full business days' advance notice to the other parties to the effect that it is proposing to take all action required by such action, together with the MGCL information specified in Section 7.04(b), if applicable, and its Organizational Documents (iv) in the good faith judgment of the Board of Directors of A or, in the case of B, both the Board of Directors of B and (if appropriate) the Special Committee, as the case may be, taking into consideration the advice of independent legal counsel of A or, in the case of B, both independent legal counsel of B and (if appropriate) separate independent legal counsel of the Special Committee, as the case may be, the making of, or the failure to withdraw or modify, such recommendation would violate the fiduciary duties of such Board of Directors of A or, in the case of B, both such Board of Directors and the applicable requirements of Special Committee, as the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactionscase may be, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius A or B, as the case may be, under applicable Law. Unless and until this Agreement has been terminated as permitted by Section 9.01(b), each of A and B shall submit this Agreement to its stockholders for approval and adoption whether or not the Board of Directors of A or B (and, in connection with the Transactions (including any postponementcase of B, adjournment or recess thereofif appropriate, the “Sirius Stockholders Meeting”Special Committee); provided that Sirius , as the case may postponebe, recess or adjourn such meeting solely (1) determines at any time subsequent to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date hereof that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Stockholders Meeting, the Sirius Stockholders Meeting and the Constellation Stockholders Meeting on the same day. (e) Unless this Agreement is validly terminated in accordance with Article VIIIno longer advisable and recommends that the stockholders of A or B, Polaris shall submit this Agreementas the case may be, the Redomestication Mergerreject it, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board notwithstanding any Takeover Proposal (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoas defined below). (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisL3 will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Polaris Board (or a duly authorized committee thereof), shall, L3 Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required and in any event (to the extent permitted by applicable Law) within thirty (30) Business Days thereafter to consider and vote upon the DGCL adoption of this Agreement and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2) in accordance with the prior written consent Section 8.4(c), or if, as of the Other Partiestime for which the L3 Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of L3 Common Stock represented (3either in person or by proxy) and voting to allow adopt this Agreement or to constitute a quorum necessary to conduct the business of the L3 Stockholders Meeting. L3 shall, subject to the right of the L3 Board to effect a Change of Recommendation in accordance with Section 8.2(d)(ii), use reasonable additional time best efforts to solicit additional from the stockholders of L3 proxies in favor of the proposal to adopt this Agreement and to secure the extent Polaris reasonably believes necessary in order to obtain Requisite L3 Vote (it being understood that the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris foregoing shall not be permitted require the L3 Board to postponerecommend in favor of the adoption of this Agreement, recess or adjourn such meeting to if a date after the date that is three (3) business days prior to the Outside DateChange of Recommendation has been effected in accordance with Section 8.2(d)(ii)). (b) SiriusXxxxxx will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Sirius Board (or a duly authorized committee thereof), shall, Xxxxxx Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, in any event (to the extent permitted by applicable Law) within thirty (30) Business Days thereafter to Sirius (as they may be combined or separately required consider and vote upon the issuance of shares of Xxxxxx Common Stock in the Merger and the approval of the Charter Amendment and to cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2in accordance with Section 8.4(c) with the prior written consent or if, as of the Other Partiestime for which the Xxxxxx Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of Xxxxxx Common Stock represented (3either in person or by proxy) and voting to allow approve the Share Issuance or the Charter Amendment, as applicable, to constitute a quorum necessary to conduct the business of the Xxxxxx Stockholders Meeting. Xxxxxx shall, subject to the right of the Xxxxxx Board to effect a Change of Recommendation in accordance with Section 8.2(d)(ii), use reasonable additional time best efforts to solicit additional from the stockholders of Xxxxxx proxies to in favor of the extent Sirius reasonably believes necessary in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by Section 6.02(c) Share Issuance and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius Charter Amendment and to secure the Requisite Xxxxxx Vote (it being understood that the foregoing shall not be permitted require the Xxxxxx Board to postponerecommend in favor of the Share Issuance and the Charter Amendment, recess or adjourn such meeting to if a date after the date that is three (3) business days prior to the Outside DateChange of Recommendation has been effected in accordance with Section 8.2(d)(ii)). (c) Constellation, acting through L3 and Xxxxxx shall cooperate to schedule and convene the Constellation Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents L3 Stockholders Meeting and the applicable requirements of Xxxxxx Stockholders Meeting on the NYSE necessary same date. L3 and Xxxxxx each agrees (i) to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and provide the other Transactionsreasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, to the extent applicable to Constellationif requested, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) promptly providing daily voting reports in the absence of a quorum and last ten (510) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside applicable stockholder meeting) and (ii) to give written notice to the other Party one (1) day prior to the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, and on the day of, but prior to the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite L3 Vote or the Requisite Xxxxxx Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is two (2) Business Days prior to the date the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, is scheduled (in either case, the “Original Date”), (A) L3 or Xxxxxx, as applicable, has not received proxies representing the Requisite L3 Vote or the Requisite Xxxxxx Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy/Prospectus is required to be delivered, L3 may, or if Xxxxxx so requests, shall, or Xxxxxx may, or if L3 so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, as long as the date of the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, is not postponed or adjourned more than ten (10) days in connection with any one postponement or adjournment or more than an aggregate of twenty (20) Business Days from the Original Date in reliance on this sentence. In the event that L3 or Xxxxxx, as applicable, postpones or adjourns the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, the other Party may postpone or adjourn its stockholders meeting such that the L3 Stockholders Meeting and the Xxxxxx Stockholders Meeting are scheduled on the same date. (d) The parties shall use their reasonable best efforts Without limiting the generality of the foregoing, each of L3 and Xxxxxx agrees that its obligations to hold the Polaris Stockholders Meeting, the Sirius L3 Stockholders Meeting and the Constellation Xxxxxx Stockholders Meeting on Meeting, as applicable, pursuant to this Section 8.4 shall not be affected by the same daymaking of a Change of Recommendation by the L3 Board or the Xxxxxx Board, as applicable, and its obligations pursuant to this Section 8.4 shall not be affected by the commencement of or announcement or disclosure of or communication to L3 or Xxxxxx, as applicable, of any Acquisition Proposal (including any Superior Proposal) or the occurrence or disclosure of an Intervening Event as to L3 or Xxxxxx, as applicable. (e) Unless this Agreement is validly terminated The only matters to be voted upon at the L3 Stockholders Meeting and the Xxxxxx Stockholders Meeting are (i) in accordance with Article VIII, Polaris shall submit this Agreementthe case of L3, the Redomestication MergerRequisite L3 Vote and routine proposals required in connection with such vote and (ii) in the case of Xxxxxx, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance Requisite Xxxxxx Vote and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, routine proposals required in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement theretoconnection with such vote. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.

Stockholders Meetings. (a) PolarisL3 will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Polaris Board (or a duly authorized committee thereof), shall, L3 Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required and in any event (to the extent permitted by applicable Law) within thirty (30) Business Days thereafter to consider and vote upon the DGCL adoption of this Agreement and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2) in accordance with the prior written consent Section 8.4(c), or if, as of the Other Partiestime for which the L3 Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of L3 Common Stock represented (3either in person or by proxy) and voting to allow reasonable additional time adopt this Agreement or to solicit additional proxies constitute a quorum necessary to conduct the business of the L3 Stockholders Meeting. L3 shall, subject to the extent Polaris reasonably believes necessary right of the L3 Board to effect a Change of Recommendation in order to obtain the Polaris Requisite Votesaccordance with Section 8.2(d)(ii), (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date.use -47- 052054-0169-16505-Active.27978848.6 SC1:4755315.9 (b) SiriusXxxxxx will take, acting through in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Sirius Board (or a duly authorized committee thereof), shall, Xxxxxx Stockholders Meeting as promptly as practicable after the Form S-4 Registration Statement is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, in any event (to the extent permitted by applicable Law) within thirty (30) Business Days thereafter to Sirius (as they may be combined or separately required consider and vote upon the issuance of shares of Xxxxxx Common Stock in the Merger and the approval of the Charter Amendment and to cause such vote to be proposed or presented) taken, and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Stockholders Meeting”); provided that Sirius may postpone, recess shall not postpone or adjourn such meeting solely (1) except to the extent required by applicable Law, (2in accordance with Section 8.4(c) with the prior written consent or if, as of the Other Partiestime for which the Xxxxxx Stockholders Meeting was originally scheduled (as set forth in the Proxy/Prospectus), there are insufficient shares of Xxxxxx Common Stock represented (3either in person or by proxy) and voting to allow reasonable additional time approve the Share Issuance or the Charter Amendment, as applicable, to solicit additional proxies constitute a quorum necessary to conduct the business of the Xxxxxx Stockholders Meeting. Xxxxxx shall, subject to the extent Sirius reasonably believes necessary right of the Xxxxxx Board to effect a Change of Recommendation in order to obtain the Sirius Requisite Vote, (4) in the absence of a quorum and (5) if Sirius has delivered any notice contemplated by accordance with Section 6.02(c) and the time periods contemplated by Section 6.02(c) have not expired; provided further that, in each case, Sirius shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (or a duly authorized committee thereof8.2(d)(ii), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold solicit from the Polaris Stockholders Meetingstockholders of Xxxxxx proxies in favor of the Share Issuance and the Charter Amendment and to secure the Requisite Xxxxxx Vote (it being understood that the foregoing shall not require the Xxxxxx Board to recommend in favor of the Share Issuance and the Charter Amendment, if a Change of Recommendation has been effected in accordance with Section 8.2(d)(ii)). (c) L3 and Xxxxxx shall cooperate to schedule and convene the Sirius L3 Stockholders Meeting and the Constellation Xxxxxx Stockholders Meeting on the same day. date. L3 and Xxxxxx each agrees (ei) Unless this Agreement to provide the other reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports in the last ten (10) days prior to the applicable stockholder meeting) and (ii) to give written notice to the other Party one (1) day prior to the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, and on the day of, but prior to the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, indicating whether as of such date sufficient proxies representing the Requisite L3 Vote or the Requisite Xxxxxx Vote, as applicable, have been obtained. Notwithstanding the foregoing, if, on a date that is validly terminated two (2) Business Days prior to the date the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, is scheduled (in accordance with Article VIII, Polaris shall submit this Agreementeither case, the Redomestication Merger“Original Date”), (A) L3 or Xxxxxx, as applicable, has not received proxies representing the Requisite L3 Vote or the Requisite Xxxxxx Vote, as applicable, whether or not a quorum is present or (B) it is necessary to ensure that any supplement or amendment to the Proxy/Prospectus is required to be delivered, L3 may, or if Xxxxxx so requests, shall, or Xxxxxx may, or if L3 so requests, shall, postpone or adjourn, or make one or more successive postponements or adjournments of, the New Polaris CharterL3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, as long as the date of the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, is not postponed or adjourned more than ten (10) days in connection with any one postponement or adjournment or more than an aggregate of twenty (20) Business Days from the Original Date in reliance on this sentence. In the event that L3 or Xxxxxx, as applicable, postpones or adjourns the L3 Stockholders Meeting or the Xxxxxx Stockholders Meeting, as applicable, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (Party may postpone or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to adjourn its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Siriusmeeting such -48- 052054-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius0169-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation16505-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.Active.27978848.6 SC1:4755315.9

Stockholders Meetings. (a) PolarisNova I, acting through the Polaris Nova I Board (or a duly authorized committee thereof)Special Committee and the Nova I Board, shall, as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement, take all action required by the DGCL MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the common stockholders of Polaris Nova I for the purpose of adopting and approving this Agreement, the Redomestication Nova I Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance Nova I Charter Amendments and the other Transactions, to the extent such other Transactions are applicable to the Nova I Parties and required under the MGCL to be voted on by the stockholders of Nova I (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Nova I Stockholders Meeting”); provided that Polaris Nova I (1) may postpone, recess or adjourn such meeting solely (1A) to the extent required by applicable Law, (2B) with the prior written consent of the Other Parties, (3C) to allow reasonable additional time to solicit additional proxies to the extent Polaris Nova I reasonably believes necessary in order to obtain the Polaris Nova I Requisite VotesVote, (4D) in the absence of a quorum and or (5E) if Polaris Nova I has delivered any notice contemplated by Section 6.01(c6.01(d) and the time periods contemplated by Section 6.01(c6.01(d) have not expiredexpired and (2) shall postpone, recess or adjourn such meeting if, as of the scheduled date of such meeting, Nova I has not solicited sufficient proxies in order to obtain the Nova I Requisite Vote; provided further that, in each case, Polaris Nova I shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the date that is three for which the Nova I Stockholders Meeting was originally scheduled (3excluding any adjournments or postponements required by applicable Law) business or (y) more than 120 days prior to from the record date for the Nova I Stockholders Meeting, whichever occurs first (the “Nova I Outside Meeting Date. ”). Table of Contents (b) SiriusNova II, acting through the Sirius Nova II Board (or a duly authorized committee thereof)Special Committee and the Nova II Board, shall, as promptly as practicable after the Form S-4 is declared effectivedate of this Agreement, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable after the Form S-4 is declared effective under the Securities Act a meeting of the holders common stockholders of the Sirius Shares Nova II for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Nova II Merger, the Sirius-Polaris Merger, the LLC Conversion Nova II Charter Amendment and the other Transactions, to the extent such other Transactions are applicable to Sirius the Nova II Parties and required under the MGCL to be voted on by the stockholders of Nova II (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Sirius Nova II Stockholders Meeting”); provided that Sirius Nova II (1) may postpone, recess or adjourn such meeting solely (1A) to the extent required by applicable Law, (2B) with the prior written consent of the Other Parties, (3C) to allow reasonable additional time to solicit additional proxies to the extent Sirius Nova II reasonably believes necessary in order to obtain the Sirius Nova II Requisite Vote, (4D) in the absence of a quorum and or (5E) if Sirius Nova II has delivered any notice contemplated by Section 6.02(c6.02(d) and the time periods contemplated by Section 6.02(c6.02(d) have not expiredexpired and (2) shall postpone, recess or adjourn such meeting if, as of the scheduled date of such meeting, Nova II has not solicited sufficient proxies in order to obtain the Nova II Requisite Vote; provided further that, in each case, Sirius Nova II shall not be permitted to postpone, recess or adjourn such meeting to a date that is (x) more than thirty (30) days after the date that is three for which the Nova II Stockholders Meeting was originally scheduled (3) business days prior to the Outside Date. (c) Constellation, acting through the Constellation Board (excluding any adjournments or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Constellation Shares for the purpose of approving the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Constellation in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Constellation Stockholders Meeting”); provided that Constellation may postpone, recess or adjourn such meeting solely (1) to the extent postponements required by applicable Law, ) or (2y) with more than 120 days from the prior written consent of record date for the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Constellation reasonably believes necessary in order to obtain the Constellation Requisite Vote, (4) in the absence of a quorum and (5) if Constellation has delivered any notice contemplated by Section 6.03(c) and the time periods contemplated by Section 6.03(c) have not expired; provided further that, in each case, Constellation shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (d) The parties shall use their reasonable best efforts to hold the Polaris Nova II Stockholders Meeting, whichever occurs first (the Sirius Stockholders “Nova II Outside Meeting and the Constellation Stockholders Meeting on the same dayDate”). (e) Unless this Agreement is validly terminated in accordance with Article VIII, Polaris shall submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions for consideration and adoption and approval at the Polaris Stockholders Meeting even if the Polaris Board (or a duly authorized committee thereof) shall have effected a Polaris Change of Recommendation, in which case the Polaris Board (or a duly authorized committee thereof) may submit this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance, the Polaris Constellation Stock Issuance and the other Transactions to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (f) Unless this Agreement is validly terminated in accordance with Article VIII, Sirius shall submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, for consideration and adoption and approval at the Sirius Stockholders Meeting even if the Sirius Board (or a duly authorized committee thereof) shall have effected a Sirius Change of Recommendation in which case the Sirius Board (or a duly authorized committee thereof) may submit the Sirius LP Merger, the Sirius Upstream Merger, the New Holdco Merger, the Sirius-Polaris Merger and the other Transactions, to the extent applicable to Sirius, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto. (g) Unless this Agreement is validly terminated in accordance with Article VIII, Constellation shall submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, for consideration and adoption and approval at the Constellation Stockholders Meeting even if the Constellation Board (or a duly authorized committee thereof) shall have effected a Constellation Change of Recommendation in which case the Constellation Board (or a duly authorized committee thereof) may submit the Constellation-Polaris Merger and the other Transactions, to the extent applicable to Constellation, to its stockholders without recommendation and may communicate the basis for its lack of a recommendation to its stockholders in the Proxy Statement or an appropriate amendment or supplement thereto.