Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.

Stockholders Meetings. (a) The Company, Parent and Trust each Company shall, as soon promptly as practicable following the date execution of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, hold the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") Stockholders' Meeting for the purpose of considering obtaining the Required Vote with respect to the Merger and this Agreement, shall use its reasonable best efforts to solicit the approval of this Agreement by the Required Vote (in regardless of whether the case Board of Directors of the CompanyCompany modifies its recommendation of the Merger and this Agreement) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Companyand, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except subject to the extent that exercise of its fiduciary duties described in Section 6.5, the Board of Directors of the Company shall have withdrawn or modified its recommend the approval or recommendation of this Agreement of by the Merger as permitted by Section 4.3(b)Company Stockholders. Without limiting the generality of the foregoingforegoing but subject to its rights pursuant to Sections 6.5 and 8.1(e), the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 6.4(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. Acquisition Proposal. (b) The CompanyParent shall, as promptly as practicable following the execution of this Agreement, duly call, give notice of, convene and hold the Parent and Trust shall coordinate and cooperate Stockholders' Meeting for the purpose of obtaining the Required Vote with respect to the timing of such meetings Merger and this Agreement, shall use all its reasonable best efforts to hold such meetings on solicit the same day. At approval of this Agreement by the Required Vote and the Board of Directors of the Parent Stockholder Meeting and shall recommend the Trust Shareholder Meeting, approval of this Agreement by the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, Stockholders. Without limiting the generality of the Companyforegoing the Parent agrees that its obligations pursuant to the first sentence of this Section 6.4(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.

Stockholders Meetings. The Company will take, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and Trust each shall, as soon as practicable following after the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Stockholders Meeting and to perform the Trust Shareholder Meeting, covenants set forth in Section 6.5(c) in accordance with the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Companyprovisions thereof).

Stockholders Meetings. The CompanyPromptly after the Registration Statement is declared effective under the Securities Act, each of Parent and Trust each shallthe Company shall take all necessary action, in accordance with applicable Law, the rules and regulations of the NASDAQ or any securities exchange on which the Company Common Stock is listed or admitted to trading (as soon the case may be) and the Parent Charter Documents or the Company Charter Documents (as practicable following the date of this Agreementcase may be), duly call, to properly give notice of, convene of and hold, hold a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering voting on the approval of this Agreement Parent Proposal or the Company Proposal (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be). Subject to Article 7, Parent shall recommend to their respective stockholders or shareholders, as applicable, approval of such matters the Parent Proposal, and subject to Section 5.4 and Article 7, the Company Board shall not withdraw such recommendation except to the extent that the Board of Directors recommend approval of the Company shall have withdrawn or modified its approval or recommendation of this Agreement Proposal. Each of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, Parent Board and the Company agrees that its obligations pursuant Board shall take all lawful action to solicit such approval, including timely mailing the Proxy Statement/Prospectus to the first sentence stockholders of this Section 5.1 shall not be affected by Parent and the commencement, public proposal, public disclosure or communication to Company. Parent and the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings their respective stockholder meetings, and shall use all reasonable best efforts to hold such meetings on the same day. At day and within 45 days after the Parent Stockholder date the Registration Statement is declared effective; provided, however, that the Company may postpone or adjourn the Company Meeting (A) for the absence of a quorum or (B) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure that the Trust Shareholder Meeting, the Parent Companies shall cause Company believes in good faith is necessary under applicable Law and for such supplemental or amended disclosure to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation disseminated and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of reviewed by the Company’s stockholders prior to the Company Meeting; provided, further, that in the event that the Company Meeting is delayed to a date after the Termination Date as a result of either (A) or (B) above, then the Termination Date shall be extended to the fifth Business Day after such Company Meeting date.

Stockholders Meetings. The Company, Parent Each of the Company and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" Purchaser will take all action necessary in accordance with applicable Law and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) , the Company's Charter and the respective Charter Amendments and the Share Issuances (Company's By-laws and, in the case of Parent Purchaser, the Purchaser's Charter and Trust)the Purchaser's By-laws, to convene a meeting of its stockholders as promptly as practicable to consider and vote upon the approval of this Agreement and the transactions contemplated hereby. The CompanyCompany Board and the Purchaser Board each shall recommend that its stockholders approve this Agreement and the transactions contemplated hereby, Parent and Trust willthe Company and Purchaser shall use their reasonable best efforts to obtain such approval, through their respective Boards of Directors or Trusteesincluding, as without limitation, by timely filing and mailing the case may be, recommend joint proxy statement/prospectus contained in the Form S-4 to their respective stockholders or shareholdersstockholders; provided, as applicablehowever, approval of such matters and that nothing contained in this Section 6.01(b) shall not withdraw prohibit the Company Board from failing to make such recommendation except or using their reasonable best efforts to the extent that the Board of Directors of obtain such approval if the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoingBoard has determined in good faith, after consultation with outside counsel, that such action is necessary for the Company agrees that Board to comply with its obligations pursuant fiduciary duties to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposalits stockholders under applicable Law. The Company, Parent Company and Trust Purchaser shall coordinate and cooperate with respect to the timing of such meetings and shall use all their reasonable best efforts to hold such meetings on the same day. At It shall be a condition to mailing the Parent Stockholder Meeting Form S-4 that (i) Purchaser shall have received a "comfort" letter from Ernst & Young LLP, independent public accountants for the Company, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of the Company included or incorporated in the Form S-4, in form and the Trust Shareholder Meetingsubstance reasonably satisfactory to Purchaser, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to ARTICLE NINTH of Restated Articles of Incorporationthe Form S-4, as amended, of the Company.and

Stockholders Meetings. The Subject to applicable law, each of the Parent and the Company, Parent and Trust each acting through its respective Board of Directors, shall, as soon as practicable following the date of this Agreementin accordance with applicable law, duly call, give notice of, convene and holdhold a special meeting (which, a meeting of its stockholders or shareholders (respectivelyas may be duly adjourned, shall be referred to as the "Company Stockholder MeetingSpecial Meetings" or ", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Stockholders Meetings") of its respective stockholders as soon as practicable for the purpose of considering the approval of this Agreement (in the case of the Company) of approving and adopting the respective Charter Amendments agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Share Issuances Merger (the "Company Stockholder Approval") or (in the case of the Parent) the issuance of the shares of Parent Common Stock to the stockholders of the Company in the Merger (the "Parent Stockholder Approval" and Trusttogether with the Company Stockholder Approval, the "Stockholder Approvals"). The Company, Parent and Trust willand, through subject to the fiduciary duties of their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 5.07) of each of the Company and the Parent for use in connection with the Special Meeting of each of the Company and the Parent, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or Trusteesthe Parent Stockholder Approval, as the case may be. The Parent, recommend to their respective stockholders or shareholders, as applicable, approval of such matters the Sub and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of agree to use commercially reasonable efforts to cause the Merger as permitted by Section 4.3(b). Without limiting Special Meetings to occur within forty-five (45) days after the generality of the foregoing, Parent and the Company agrees that its obligations pursuant have responded to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate all SEC comments with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Companypreliminary Proxy Statement.

Stockholders Meetings. The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders Whether or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified take any action permitted by the third sentence of this SECTION 6.6, the Company shall cause a meeting of its approval or recommendation stockholders (the "Company Stockholders Meeting") to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the adoption of this Agreement. The Board of Directors of the Company shall (i) include in the Proxy Statement/Prospectus its recommendation in favor of adoption of the Merger Agreement (the "Company Board Recommendation") and the written opinion of SG Cxxxx Xxxurities Corporation, dated the date of this Agreement, to the effect that, as permitted by Section 4.3(b). Without limiting the generality of the foregoingdate hereof, the Merger Consideration is fair, from a financial point of view, to the holders of Company Common Stock and (ii) use its reasonable best efforts to obtain the necessary vote in favor of the adoption of this Agreement by its stockholders. The Board of Directors of the Company shall not withdraw, amend, modify or qualify in a manner adverse to Parent the Company Board Recommendation (or announce publicly its intention to do so), except that, prior to the receipt of the Company Requisite Vote, the Board of Directors of the Company shall be permitted to withdraw, amend, modify or materially qualify in a manner adverse to Parent the Company Board Recommendation (or publicly announce its intention to do so), following three business days' prior notice to Parent, but only if (A) the Company has complied in all respects with this Agreement, including SECTION 6.4, and (B) after receiving advice of its outside legal counsel, the Company agrees Board of Directors determines in good faith that the Merger is not in the best interests of the stockholders of the Company and that, therefore, it is required to withdraw, amend or modify the Company Board Recommendation in order to satisfy its obligations pursuant fiduciary duties to the first sentence stockholders of the Company under applicable law. Parent shall cause a meeting of its stockholders (the "Parent Stockholders Meeting"), to be to be called and held as soon as practicable after the date of this Section 5.1 shall not be affected Agreement, for the purpose of voting upon the approval of the issuance of Parent Common Stock in the Merger, and Parent's Board of Directors will recommend such approval by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, its stockholders and Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall will use all its reasonable best efforts to hold such meetings on obtain the same day. At necessary vote in favor of the issuance of the Parent Stockholder Meeting and Common Stock in the Trust Shareholder MeetingMerger (provided that Parent's Board of Directors may withdraw, amend or modify its recommendation if, after receiving advice of its outside legal counsel, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles Board of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, Directors determines in good faith that the Merger is not in the best interests of the Companystockholders of the Company and that, therefore, it is required to withdraw, amend or modify its recommendation in order to satisfy its fiduciary duties to stockholders under applicable law).

Stockholders Meetings. The Company, Parent and Trust each (a) Target shall, as soon promptly as reasonably practicable following after the date of this Agreement, duly hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold, hold a special or annual meeting of its stockholders or shareholders (respectively, the "Company Stockholder “Target Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings"”) for the purpose of considering securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its Certificate of Incorporation and Bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, (iii) subject to Section 7.2 and Article X, recommend approval of the Merger and this Agreement through its board of directors, (iv) subject to Section 7.2 and Article X, use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (in the case v) cooperate and consult with Parent with respect to each of the Companyforegoing matters. (b) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trusteesshall, as promptly as reasonably practicable after the case may bedate hereof (i) take all steps reasonably necessary to call, recommend give notice of, convene and hold a special or annual meeting of its stockholders (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to their respective its stockholders or shareholdersthe Proxy/Prospectus in accordance with applicable federal and state law and its Certificate of Incorporation and Bylaws, as applicable, approval which Proxy/Prospectus shall contain the recommendation of such matters and shall not withdraw such recommendation except to the extent that the Parent Board of Directors of the Company shall have withdrawn or modified that its stockholders approve this Agreement, (iii) subject to Section 7.3 and Article X, recommend approval or recommendation of this Agreement of the Merger as permitted by and this Agreement through its board of directors, (iv) subject to Section 4.3(b). Without limiting 7.3 and Article X, use commercially reasonable efforts to solicit from its stockholders proxies to secure the generality of the foregoingParent Stockholders’ Approval, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate (v) cooperate and cooperate consult with Target with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, each of the Companyforegoing matters.

Stockholders Meetings. The Company(a) Promptly after the S-4 is declared effective under the Securities Act, each of Parent and Trust each shallthe Company shall take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL"), as soon as practicable following the date of this Agreement, duly CBCA and its respective organizational documents to call, give notice of, hold and convene and hold, a meeting of its respective stockholders or shareholders (respectivelyto consider, in the "Company Stockholder Meeting"case of Parent, the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (the issuance of shares of Parent Common Stock pursuant to the Merger and such other matters as it deems appropriate, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, to be held as promptly as practicable after the mailing of the Joint Proxy Statement to their respective stockholders. Each of Parent and the Company shall use its commercially reasonable efforts to hold their respective stockholders' meetings on the same date. Subject to Section 4.2(d) and the respective Charter Amendments 5.5(b), each of Parent and the Share Issuances (61 Company shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the approval of the issuance of shares of Parent and Trust). The Common Stock pursuant to the Merger, and, in the case of the Company, Parent the adoption and Trust willapproval of this Agreement and the approval of the Merger, through and shall take all other action necessary or advisable to secure the vote or consent of their respective Boards stockholders required by the rules of Directors the NYSE or Trusteesthe CBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.1(c), Parent or the Company, as the case may be, recommend may adjourn or postpone its stockholders' meeting to their the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders or shareholdersin advance of a vote on the issuance of Parent Common Stock, the Merger and this Agreement, as applicable, approval or, if as of the time for which the stockholders' meeting is originally scheduled (as set forth in the Joint Proxy Statement) there are insufficient shares of capital stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such matters and stockholders' meeting; provided that, in the event either the Company's or Parent's stockholders' meeting is delayed to a date after the Initial Termination Date as a result of the reasons set forth in this sentence, then the Initial Termination Date shall be extended to a date no later than the fifth business day after the Initial Termination Date. Except as set forth in the immediately preceding sentence, the Company shall not withdraw such recommendation except postpone or adjourn the Company's stockholders' meeting without the consent of Parent, and Parent shall not postpone or adjourn Parent's stockholders' meeting without the consent of the Company. Each of Parent and the Company shall ensure that its respective stockholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited, by it in connection with the stockholders' meeting are solicited in compliance with the DGCL, CBCA, its organizational documents, the rules of the NYSE and all other applicable laws. (b) Except to the extent expressly permitted by Section 4.2(d) and subject to either the Board of Directors of Parent or of the Company determining in good faith, after consultation with its respective outside counsel, that withdrawal, amendment or modification of its recommendation is required by such Board of Directors to comply with its fiduciary duties imposed by applicable law: (i) the Board of Directors of each of Parent and the Company shall recommend that the respective stockholders of Parent and the Company vote in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, at their respective stockholders' meetings, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the approval of the issuance of shares of Parent Common Stock pursuant to the Merger at Parent's stockholders' meeting and the Board of Directors of the Company shall have withdrawn or modified its has recommended that the Company's stockholders vote in favor of adoption and approval or recommendation of this Agreement and approval of the Merger as permitted by Section 4.3(b)at the Company's stockholders' meeting, and (iii) neither the Board of Directors of Parent or the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of Parent and the Company vote in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, adoption and approval of this Agreement and the Merger. Without limiting the generality of Notwithstanding the foregoing, in connection with an Acquisition Proposal, the Company agrees that must 62 comply with its obligations pursuant set forth in Section 4.2(d) in order to the first sentence have a Change of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication Recommendation to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, recommend a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the CompanySuperior Offer.

Stockholders Meetings. (a) The CompanyCompany and the Parent shall each, Parent consistent with applicable law and Trust each shalltheir Certificate of Incorporation or Articles of Incorporation, as soon applicable, and By-laws, call and hold a special meeting of its stockholders as promptly as practicable following for the date purpose of voting upon the adoption or approval of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and Parent the respective Charter Amendments and the Share Issuances (in the case issuance of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend Common Stock pursuant to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of (the Merger as permitted by Section 4.3(b"Stockholders' Meeting"). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings their respective Stockholders' Meetings as soon as practicable after the date on which the same dayRegistration Statement becomes effective. At The Company and the Parent Stockholder Meeting shall each, subject to the applicable fiduciary duties of their directors, as determined by such directors in good faith with the advice of their independent counsel (who may be their regularly engaged independent legal counsel) (i) use all reasonable efforts to solicit from its stockholders proxies in favor of the adoption or approval, as the case may be, of the Merger, (ii) shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware or Florida law, as the case may be, to obtain such adoption or approvals, and the Trust Shareholder Meeting, Company and the Parent Companies shall include in the Joint Proxy Statement the recommendation of its Board of Directors in favor of this Agreement. (b) The Parent shall vote (or consent with respect to) any shares of common stock of the Sub beneficially owned by it, or with respect to which it has the power (by agreement, proxy, or otherwise) to cause to be submitted voted (or to their respective shareholders or stockholdersprovide a consent), as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, in favor of the Company.adoption of this Agreement at any meeting of the

Stockholders Meetings. The Company, Parent and Trust each (a) Company shall, as soon promptly as reasonably practicable following after the date of this Agreement, Agreement (i) take all steps reasonably necessary in accordance with the Applicable Laws and the Company Certificate and Company Bylaws to duly call, give notice of, convene and hold, hold a special or annual meeting of its stockholders or shareholders (respectively, the "“Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings"”) for the purpose of considering securing the Company Stockholders’ Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in accordance with Applicable Laws and its Company Certificate and Company Bylaws, (iii) use all commercially reasonably efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to take all other action necessary or advisable to secure the Company Stockholders’ Approval, and (in the case iv) cooperate and consult with Parent with respect to each of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust)foregoing matters. The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except Except to the extent expressly permitted by this Section 5.5(a) or Section 5.1: (A) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors directors present and voting at a duly called and held meeting of the Company shall have withdrawn or modified its approval or recommendation Board have, by resolution adopted by all directors present and voting at a duly called and held meeting, recommended that the Company Stockholders vote in favor of adoption of this Agreement at the Company Stockholder Meeting and (B) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, such recommendation of the Merger as permitted by Section 4.3(b)Company Board that the Company Stockholders vote in favor of adoption of this Agreement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 5.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Company or any other Person of any Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Company Board from failing to make or from withdrawing, amending or modifying its recommendation to the Company Stockholders (collectively, a “Change in the Company Board Recommendation”), provided that the Company Board determines in good faith and after consultation with its outside legal advisors that such action is necessary for the Company Board to comply with its fiduciary duties to Company or the Company Stockholders under Applicable Laws, but only after (y) providing written notice to Parent that it is prepared to make the determination permitted by this Section 5.5(a) and setting forth the reasons therefor and (z) for a period of five business days after providing such notice, Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation of this Agreement, and at the end of such period the Company Board maintains its determination permitted by this Section 5.5(a) (after taking into account any takeover proposal. The Companyproposed adjustments). (b) Parent shall, as promptly as reasonably practicable after the date of this Agreement (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Stockholder Meeting”) for the purposes of voting upon the Parent Proposal, (ii) distribute to Parent Stockholders the Proxy Statement/Prospectus in accordance with Applicable Laws and Trust shall coordinate its certificate of incorporation and bylaws, (iii) use all commercially reasonable efforts to solicit from Parent Stockholders proxies in favor of approval of the Parent Proposal and to take all other commercially reasonable action necessary to secure the approval of the Parent Proposal by the Parent Required Vote, and (iv) cooperate and consult with Company with respect to each of the timing foregoing matters. Except to the extent expressly permitted by this Section 5.5(b): (A) the Proxy Statement/Prospectus shall include a statement to the effect that the directors present and voting at a duly called and held meeting of such meetings the Parent Board have, by resolution adopted by all directors present and shall use all reasonable efforts to hold such meetings on voting at a duly called and held meeting, recommended that the same day. At Parent Stockholders vote in favor of the Parent Proposal at the Parent Stockholder Meeting and the Trust Shareholder Meeting, (B) neither the Parent Companies Board nor any committee thereof shall cause withdraw, amend or modify, or propose or resolve to be submitted withdraw, amend or modify in a manner adverse to their respective shareholders Parent, such recommendation of the Parent Board that the Parent Stockholders vote in favor of the Parent Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Parent Board from failing to make or stockholdersfrom withdrawing, as applicableamending or modifying its recommendation to the Parent Stockholders (collectively, a proposal “Change in the Parent Board Recommendation”), provided that the Parent Board determines in good faith and after consultation with its outside legal advisors that such action is necessary for the Parent Board to amend Parent's Articles comply with its fiduciary duties to Parent or the Parent Stockholders under Applicable Laws, but only after (y) providing written notice to Company that it is prepared to make the determination permitted by this Section 5.5(b) and setting forth the reasons therefor and (z) for a period of Incorporation five business days after providing such notice, Parent negotiates with Company in good faith to make such adjustments to the terms and Trust's Declaration conditions of Trust this Agreement as would enable the Parent Board to include a provision substantially similar to ARTICLE NINTH proceed with its recommendation of Restated Articles this Agreement, and at the end of Incorporation, as amended, of such period the CompanyParent Board maintains its determination permitted by this Section 5.5(b) (after taking into account any proposed adjustments).

Stockholders Meetings. The CompanyNotwithstanding anything in Section 6.01(c) to the contrary, the Company will take, in accordance with applicable Law and the Company Certificate of Incorporation and the Company By-Laws, all action necessary to convene the Company Stockholders' Meeting, and Parent will take, in accordance with applicable Law and Trust the Certificate of Incorporation and By-Laws of Parent, all action necessary to convene the Parent Stockholders' Meeting, in each shall, case as soon promptly as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering voting upon the approval adoption of this Agreement (in and the case issuance of Parent Common Shares pursuant to the terms of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or TrusteesMerger, as the case may be, recommend and Parent and the Company shall use their reasonable best efforts to their respective stockholders or shareholdershold the Stockholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective, it being understood that for purposes of determining what is "as applicable, approval promptly as practicable" for the purposes of such matters this sentence the parties shall take into account the status of regulatory approvals and shall not withdraw such recommendation except related waiting periods. Except with respect to the extent Company in the event that the Board of Directors of the Company shall have withheld or withdrawn its stockholder recommendation or modified or amended its approval or stockholder recommendation in a manner adverse to the other party pursuant to Section 6.01(c), each party shall (a) use its commercial best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and the issuance of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations Parent Common Shares pursuant to the first sentence terms of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholdersMerger, as applicablethe case may be, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.(b) shall take all

Stockholders Meetings. The Company, Parent (a) Bevexxx xxxl take all action necessary in accordance with applicable law and Trust each shall, its Restated Certificate of Incorporation and By-laws to convene a special meeting of its stockholders (the "Bevexxx Xxxcial Meeting") as soon as practicable following to consider and vote upon the date approval of this Agreement, duly callthe Distribution Agreement and the other transactions contemplated by this Agreement and the Distribution Agreement. Bevexxx, give notice ofxxrough its Board of Directors, convene and hold, a meeting of shall recommend to its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement, the Distribution Agreement and the other transactions contemplated by this Agreement and the Distribution Agreement (which recommendation shall be contained in the case Prospectus/Joint Proxy Statement (the "Prospectus/Joint Proxy Statement") to be contained as part of the CompanyRegistration Statement (as hereinafter defined)) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all commercially reasonable efforts to hold such meetings on solicit from its stockholders proxies in favor of approval and adoption of this Agreement, the same day. At the Parent Stockholder Meeting Distribution Agreement and the Trust Shareholder Meetingother transactions contemplated by this Agreement and the Distribution Agreement. Beverly's Board of Directors shall not withdraw, change, modify in any manner or take action inconsistent with its recommendation of the Distribution, the Parent Companies Distribution Agreement, the Merger, this Agreement or the other transactions contemplated hereby or thereby and shall cause not resolve to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, do any of the Company.foregoing and publicly disclose such resolution; provided, however, that Beverly's Board of Directors may withdraw, change, modify in any manner or take action inconsistent with such recommendation or resolve to do any of the foregoing and publicly

Stockholders Meetings. The Company(a) Promptly after the S-4 is declared effective under the Securities Act, each of Parent and Trust each shallthe Company shall take all action necessary in accordance with the Delaware General Corporation Law (the "DGCL"), as soon as practicable following the date of this Agreement, duly CBCA and its respective organizational documents to call, give notice of, hold and convene and hold, a meeting of its respective stockholders or shareholders (respectivelyto consider, in the "Company Stockholder Meeting"case of Parent, the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (the issuance of shares of Parent Common Stock pursuant to the Merger and such other matters as it deems appropriate, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, to be held as promptly as practicable after the mailing of the Joint Proxy Statement to their respective stockholders. Each of Parent and the Company shall use its commercially reasonable efforts to hold their respective stockholders' meetings on the same date. Subject to Section 4.2(d) and the respective Charter Amendments 5.5(b), each of Parent and the Share Issuances (Company shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Parent, the approval of the issuance of shares of Parent and Trust). The Common Stock pursuant to the Merger, and, in the case of the Company, Parent the adoption and Trust willapproval of this Agreement and the approval of the Merger, through and shall take all other action necessary or advisable to secure the vote or consent of their respective Boards stockholders required by the rules of Directors the NYSE or Trusteesthe CBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, but subject to Section 7.1(c), Parent or the Company, as the case may be, recommend may adjourn or postpone its stockholders' meeting to their the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its respective stockholders or shareholdersin advance of a vote on the issuance of Parent Common Stock, the Merger and this Agreement, as applicable, approval or, if as of the time for which the stockholders' meeting is originally scheduled (as set forth in the Joint Proxy Statement) there are insufficient shares of capital stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such matters and stockholders' meeting; provided that, in the event either the Company's or Parent's stockholders' meeting is delayed to a date after the Initial Termination Date as a result of the reasons set forth in this sentence, then the Initial Termination Date shall be extended to a date no later than the fifth business day after the Initial Termination Date. Except as set forth in the immediately preceding sentence, the Company shall not withdraw such recommendation except postpone or adjourn the Company's stockholders' meeting without the consent of Parent, and Parent shall not postpone or adjourn Parent's stockholders' meeting without the consent of the Company. Each of Parent and the Company shall ensure that its respective stockholders' meeting is called, noticed, convened, held and conducted, and that all proxies solicited, by it in connection with the stockholders' meeting are solicited in compliance with the DGCL, CBCA, its organizational documents, the rules of the NYSE and all other applicable laws. (b) Except to the extent expressly permitted by Section 4.2(d) and subject to either the Board of Directors of Parent or of the Company determining in good faith, after consultation with its respective outside counsel, that withdrawal, amendment or modification of its recommendation is required by such Board of Directors to comply with its fiduciary duties imposed by applicable law: (i) the Board of Directors of each of Parent and the Company shall recommend that the respective stockholders of Parent and the Company vote in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, adoption and approval of this Agreement and approval of the Merger, at their respective stockholders' meetings, (ii) the Joint Proxy Statement shall include a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the approval of the issuance of shares of Parent Common Stock pursuant to the Merger at Parent's stockholders' meeting and the Board of Directors of the Company shall have withdrawn or modified its has recommended that the Company's stockholders vote in favor of adoption and approval or recommendation of this Agreement and approval of the Merger as permitted by Section 4.3(b)at the Company's stockholders' meeting, and (iii) neither the Board of Directors of Parent or the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendation of its respective Board of Directors that the respective stockholders of Parent and the Company vote in favor of, in the case of Parent, the approval of the issuance of shares of Parent Common Stock pursuant to the Merger, and, in the case of the Company, adoption and approval of this Agreement and the Merger. Without limiting the generality of Notwithstanding the foregoing, in connection with an Acquisition Proposal, the Company agrees that must comply with its obligations pursuant set forth in Section 4.2(d) in order to the first sentence have a Change of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication Recommendation to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, recommend a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the CompanySuperior Offer.

Stockholders Meetings. The (a) Subject to Section 5.4 and Section 5.5, (i) as promptly as reasonably practicable, the Company, Parent and Trust each shallacting through the Company Board, as soon as practicable following the date of this Agreement, duly shall take all action necessary under all applicable Law to call, give notice of, convene and hold, hold a meeting of the Company Stockholders to vote on a proposal to adopt this Agreement (the “Company Stockholders Meeting”, which term shall include as applicable any and all adjournments or postponements thereof), (ii) the Company Stockholders Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as reasonably practicable after the mailing of the Joint Proxy Statement/Prospectus, and (iii) the Company shall use its stockholders reasonable best efforts to ensure that all proxies solicited in connection with the Company Stockholders Meeting are solicited in compliance with all applicable Law. Parent shall vote (or shareholders consent with respect to) or cause to be voted (respectivelyor a consent to be given with respect to) any limited liability company interests of Merger Sub beneficially owned by it or any of its Subsidiaries or with respect to which it or any of its Subsidiaries has the power (by agreement, the "Company Stockholder Meeting"proxy or otherwise) to cause to be voted (or to provide a consent), the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose in favor of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of at the Company shall have withdrawn or modified its approval or recommendation Stockholders Meeting and any meeting of this Agreement members of the Merger as permitted Sub, at which this Agreement shall be submitted for approval and at all adjournments or postponements thereof (or, if applicable, by Section 4.3(b). Without limiting the generality any action of the foregoing, stockholders or members of either the Company agrees that its obligations pursuant to the first sentence or Merger Sub by consent in lieu of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Companymeeting).