Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) Target shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shallGlobal shall cause the Global Stockholders' Meeting to be duly called and held as soon as practicable for the purpose of obtaining the Global Stockholder Approval, and Global shall use its reasonable best efforts to hold the Global Stockholders' Meeting as promptly soon as reasonably practicable after the date hereof (i) on which the Registration Statement becomes effective and on the same date as the Crown Stockholders' Meeting. Global shall take all steps reasonably action necessary in accordance with applicable Law, the Global Certificate of Incorporation and the Global Bylaws to duly call, give notice ofof and convene the Global Stockholders' Meeting. Except in the event of a Global Adverse Recommendation Change, convene and hold a special or annual meeting of Global shall (i) through the Global Board, recommend to its stockholders regardless that they give the Global Stockholder Approval and include such recommendation in the Joint Proxy Statement, (ii) use its reasonable best efforts to solicit from holders of whether shares of Global Common Stock entitled to vote at the Target Board Global Stockholders' Meeting proxies in favor of Directors determines at any time that obtaining the Global Stockholder Approval and (iii) take all other action necessary or, in the reasonable judgment of Crown, helpful to secure the vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement or to effect the Merger is no longer advisable or recommends that the Target Stockholders reject Merger. Notwithstanding any Global Adverse Recommendation Change, this Agreement or shall be submitted to the Merger (stockholders of Global at the “Target Meeting”) Global Stockholders' Meeting for the purpose of securing obtaining the Target Stockholders’ ApprovalGlobal Stockholder Approval and nothing contained herein shall be deemed to relieve Global of such obligation; provided, (ii) distribute however, that the foregoing shall not be deemed to its stockholders the Proxy/Prospectus limit Global's right to terminate this Agreement pursuant to and in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal7.1(h). (b) Parent shall, Crown shall cause the Crown Stockholders' Meeting to be duly called and held as promptly soon as reasonably practicable for the purpose of obtaining the Crown Stockholder Approval and Crown shall use its reasonable best efforts to hold the Crown Stockholders' Meeting as soon as practicable after the date hereof (i) on which the Registration Statement becomes effective and on the same date as the Global Stockholders' Meeting. Crown shall take all steps reasonably action necessary in accordance with applicable Law, the Crown Certificate of Incorporation and the Crown Bylaws to duly call, give notice ofof and convene the Crown Stockholders' Meeting. Except in the event of a Crown Adverse Recommendation Change, convene and hold a special or annual meeting of Crown shall (i) through the Crown Board, recommend to its stockholders regardless that they give the Crown Stockholder Approval and include such recommendation in the Joint Proxy Statement, (ii) use its reasonable best efforts to solicit from holders of whether shares of Crown Common Stock entitled to vote at the Parent Board Crown Stockholders' Meeting proxies in favor of Directors determines at any time that obtaining the Crown Stockholder Approval and (iii) take all other action necessary or, in the reasonable judgment of Global, helpful to secure the vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement or to effect the Merger is no longer advisable or recommends that the Parent Stockholders reject Merger. Notwithstanding any Crown Adverse Recommendation Change, this Agreement or shall be submitted to the Merger (stockholders of Crown at the “Parent Meeting”) Crown Stockholders' Meeting for the purpose of securing obtaining the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal Crown Stockholder Approval and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement herein shall be deemed to relieve Crown of such obligation; provided, however, that the foregoing shall not be terminated by Target under Section 10.1(h), Target shall pay deemed to Parent the Termination Fee limit Crown's right to terminate this Agreement pursuant to and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity7.1(e). (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shall, Company shall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing voting upon the Target approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement, and Company and Parent shall use all reasonable efforts to hold the Parent Stockholders’ Approval' Meeting and the Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. Nothing herein shall prevent the Company or the Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, (ii) distribute as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's board of directors has withdrawn 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 this Agreement and the Target Board of Directors that its stockholders approve this AgreementMerger in compliance with Section 6.04, and (iii) Company shall use commercially all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each vote or consent of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected required by the commencement, public proposal, public disclosure DGCL or communication applicable other stock exchange requirements to the Target or any other person of any Target Acquisition Proposal. (b) obtain such approval. Parent shall, as promptly as reasonably practicable after the date hereof (i) take shall use all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect vote or consent of stockholders required by the DGCL or applicable stock exchange requirements to each obtain such approval. Each of the foregoing matters; providedparties hereto shall take all other action necessary or, 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 Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality opinion of the foregoingother parties hereto, Parent agrees that its obligations pursuant advisable to this Section 7.13(b) promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorpoation and bylaws to effect the Merger. Company shall not be affected by call and hold the commencement, public proposal, public disclosure or communication to Company Stockholders' Meeting for the Parent or any other person purpose of any Parent Acquisition Proposal. (c) Notwithstanding voting upon the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination approval of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (Merger whether or not conditional) Company's board of directors at any time subsequent to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of the date hereof determines that this Agreement is no longer advisable or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s that Company's stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityreject it. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target As promptly as reasonably practicable after the date of this Agreement, the Company and Hospitality shall prepare a preliminary joint proxy statement relating to this Agreement and the Mergers to be sent to the stockholders of the Company and Hospitality (the “Joint Proxy Statement”). The Company and Hospitality shall provide Parent with a reasonable opportunity to review and comment on such preliminary Joint Proxy Statement (and shall consider in good faith any comments provided by Parent) and, after providing Parent with a reasonable opportunity to review and comment, file the preliminary Joint Proxy Statement with the SEC. Parent, the Company and Hospitality shall use their reasonable best efforts to obtain and furnish the information required to be included by the SEC in the Joint Proxy Statement, and after consultation with Parent, the Company and Hospitality shall respond promptly to any comments made by the SEC with respect to the preliminary Joint Proxy Statement and cause the Joint Proxy Statement to be mailed to the holders of the Paired Common Shares as promptly as reasonably practicable following (x) clearance from the SEC or (y) receiving notification that the SEC is not reviewing the preliminary Joint Proxy Statement. Hospitality shall use its reasonable best efforts to mail to the holders of the Hospitality Preferred Stock the notice relating to the Hospitality Merger contemplated by Section 262(d)(1) of the DGCL. In addition, within 10 calendar days after the date of this Agreement (and thereafter as reasonably determined by the Paired Entities in consultation with Parent), the Paired Entities shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act related to setting a record date for the Special Meetings that is 20 Business Days after the date of such “broker search”. (b) The Company and Hospitality shall include in the Joint Proxy Statement each Board Recommendation unless the applicable Board Recommendation has been withdrawn, modified or amended in accordance with Section 7.5(b). (c) Each of the Company and Hospitality shall, as promptly as reasonably practicable after the date hereof (i) take all steps hereof, in accordance with applicable Law and the Organizational Documents, establish a record date for, and as promptly as reasonably necessary to practicable after the Joint Proxy Statement is cleared by the SEC, in accordance with applicable Law, duly call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether (as the Target Board of Directors determines at any time that this Agreement same may be postponed or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (adjourned and reconvened, with respect to each Paired Entity, its “Special Meeting” and, together, the “Target MeetingSpecial Meetings”, with the Special Meeting of Hospitality to be held immediately following the Special Meeting of the Company) for the purpose of securing obtaining the Target Stockholders’ ApprovalRequisite Company Vote (in the case of the Company) and the Requisite Hospitality Vote (in the case of Hospitality); provided, however, that each of the Company and Hospitality, acting through its respective board of directors, shall be permitted to adjourn, delay or postpone the Special Meetings in accordance with applicable Law after consultation with Parent (i) to the extent necessary to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the applicable board of directors has determined in good faith after consultation with outside counsel is reasonably likely to be necessary or appropriate under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the applicable company’s stockholders prior to the applicable Special Meeting, (ii) distribute if there are insufficient shares represented (either in person or by proxy) to its stockholders constitute a quorum necessary to conduct 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 business of the Target Board of Directors that its stockholders approve this Agreement, and Special Meetings or (iii) use commercially to allow reasonable efforts additional time to solicit from its stockholders additional proxies in favor of approval the adoption of this Agreement to the extent the applicable board of directors or any committee thereof reasonably believes necessary in order to obtain the Requisite Company Vote; provided that in the case of clauses (ii) and (iii), without the written consent of Parent, in no event shall the Special Meetings (as so adjourned, delayed or postponed) be held on a date that is more than thirty (30) days after the date for which the Special Meetings were originally scheduled. The Paired Entities will use their reasonable best efforts to secure solicit the Target StockholdersRequisite Vote (including by soliciting proxies in favor of the adoption of this Agreement from the Paired Entities’ Approvalstockholders), except to the extent that a Paired Entity has made a Change of Recommendation. The Paired Entities shall each keep Parent reasonably informed with respect to proxy solicitation results as reasonably requested by Parent. (d) Unless this Agreement shall have been terminated in accordance with its terms, (i) the Company shall mail the Joint Proxy Statement (and any amendment or supplement thereto that may be required by Law) to the holders of the Paired Common Shares, (ii) the Company shall hold its Special Meeting regardless of whether the Company Board has withdrawn, modified or amended the Company Board Recommendation, (iii) provided the stockholders of the Company shall have adopted this Agreement and the Company Merger by the Requisite Company Vote at the Company Special Meeting, Hospitality shall hold its Special Meeting regardless of whether the Hospitality Board has withdrawn, modified or amended the Hospitality Board Recommendation and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) Paired Entities shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation not submit to the Target vote of their respective stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal. (be) Parent shallUnless this Agreement has been terminated in accordance with its terms, as promptly as reasonably practicable after at any meeting of the date hereof stockholders of Hospitality (whether annual or special and whether or not an adjourned or postponed meeting) including the Special Meeting of Hospitality, however called, when such a meeting is held, and on any action or approval of Hospitality’s stockholders by written consent, the Company shall (i) take all steps reasonably necessary appear at such meeting or otherwise cause the Hospitality Class A Common Stock to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) be counted as present thereat for the purpose of securing the Parent Stockholders’ Approvalestablishing a quorum, (ii) distribute vote (or cause to its stockholders be voted) in person or by proxy in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation case of the Parent Board Special Meeting of Directors that Hospitality, or provide a consent with respect to, all of its shares of Hospitality Class A Common Stock in favor of the adoption of this Agreement and the Hospitality Merger; provided that, prior to the meeting at which such vote is taken, the stockholders approve of the Company shall have adopted this Agreement and the Company Merger by the Requisite Company Vote and (iii) vote (or cause to be voted) all of its shares of Hospitality Class A Common Stock against (A) any Acquisition Proposal or other proposal made in opposition to, in competition with, or inconsistent with this Agreement, the Mergers or the transactions contemplated hereby, (iiiB) use commercially reasonable efforts any proposal for any recapitalization, reorganization, liquidation, merger, sale of assets, or other business combination between Hospitality and any other person (other than the Hospitality Merger) and (C) any other action that would reasonably be expected to solicit from its stockholders proxies to secure impede, interfere with, delay, postpone or adversely affect the Parent Stockholders’ ApprovalMergers or any of the transactions contemplated hereby or result in a breach of any covenant, representation or warranty or other obligation or agreement of Hospitality under this Agreement and (iv) cooperate shall not Transfer the shares of Hospitality Class A Common Stock held by it. (f) The Company and consult with Target with respect to each Hospitality shall as promptly as practicable (i) notify Parent upon the receipt of any oral or written request made by the SEC for amendment or supplement of the foregoing matters; providedpreliminary Joint Proxy Statement or definitive Joint Proxy Statement or comments thereon and responses thereto, that nothing contained or for additional information, and (ii) provide Parent with copies of all written correspondence between any Paired Entity and its Representatives, on the one hand, and the SEC and its staff, on the other hand, and a reasonable opportunity to review in this Section 7.13(b) advance and comment upon the responses thereto, and the Paired Entities shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines consider in good faith that any comments on such action is necessary response reasonably proposed by Parent. (g) Parent, MergerCo 1 and MergerCo 2 shall provide to the Company and Hospitality any information for such Board of Directors to comply with its fiduciary duties inclusion in the Joint Proxy Statement which may be required under applicable law. Without limiting Law and which is reasonably requested by any Paired Entity. (h) If at any time prior to either Special Meeting, any information relating to the generality Paired Entities, Parent or any of their respective affiliates, officers or directors, should be discovered by the Company, Hospitality or Parent which should be set forth in an amendment or supplement to the Joint Proxy Statement, so that the Joint Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the foregoingcircumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such information shall be filed with the SEC and, to the extent required by applicable Law, be disseminated to the stockholders of the Company and Hospitality and, if required in connection therewith, the Paired Entities will resolicit proxies in favor of the adoption of this Agreement; provided however, that no amended or supplemental Joint Proxy Statement will be filed with the SEC or mailed by a Paired Entity without affording Parent agrees a reasonable opportunity for consultation and review, and the Paired Entities shall consider in good faith any comments on such materials reasonably proposed by Parent. All documents that its obligations pursuant the Paired Entities are responsible for filing with the SEC in connection with the Mergers will comply as to this Section 7.13(b) form and substance in all material respects with the Exchange Act, provided that the Paired Entities shall not be affected responsible hereunder for information provided by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce writing specifically this Agreement and its terms and provisions for inclusion in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equitysuch filing. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shallNYSE Group will take, as promptly as reasonably practicable after in accordance with applicable Law and the date hereof (i) take NYSE Group Organizational Documents, all steps reasonably action necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless (the “NYSE Group Stockholders Meeting”) on a date determined by NYSE Group after consultation with Euronext (the “NYSE Group Meeting Date”), which date shall be as promptly as practicable after the Registration Statement is declared effective; provided that, after consultation with Euronext, NYSE Group may convene the NYSE Group Stockholders Meeting after the SEC shall have granted any necessary approvals for the consummation of whether the Target transactions contemplated by this Agreement, including any approvals of any application under Rule 19b-4 of the Exchange Act submitted in connection with the transactions contemplated by this Agreement. Subject to fiduciary obligations under applicable Law, the Board of Directors of NYSE Group shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. In the event that subsequent to the date hereof and prior to the NYSE Group Stockholders Meeting (including any adjournment thereof), the Board of Directors of NYSE Group determines at any time that this Agreement or the Merger is no longer advisable and either makes no recommendation or recommends that the Target Stockholders its stockholders reject this Agreement or the Merger (the a “Target MeetingChange in NYSE Group Recommendation”) for the purpose of securing the Target Stockholders’ Approval), (ii) distribute to its stockholders the Proxy/Prospectus which Change in NYSE Group Recommendation shall be made only in accordance with applicable federal and state law and its certificate of incorporation and bylawsSection 7.2(c), which Proxy/Prospectus Euronext shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts have a right to solicit from its stockholders proxies in favor of approval of terminate this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult in accordance with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition ProposalArticle IX. (b) Parent shallEuronext will take, as promptly as reasonably practicable after in accordance with applicable Law and the date hereof (i) take Euronext Organizational Documents, all steps reasonably action necessary to call, give notice of, convene and hold a special or annual an extraordinary general meeting of its stockholders regardless (the “Euronext Stockholders Meeting”) on a date determined by Euronext after consultation with NYSE Group (the “Euronext Meeting Date”), which date shall be as promptly as practicable after the information circular (the “Euronext Shareholder Circular”) for the Euronext Stockholders Meeting shall be completed, to approve the Offer and the transactions contemplated by this Agreement. Such approval shall require a simple majority of whether the Parent Board of Directors determines votes validly cast at any time such meeting (the “Euronext Requisite Vote”). Subject to fiduciary obligations under applicable Law, the Euronext Boards shall recommend such approval and shall take all lawful action to solicit such approval and shall recommend the Offer to its shareholders and recommend that they tender their Euronext Shares into the Offer. In the event that subsequent to the date hereof, the Euronext Boards determine that this Agreement or the Merger is no longer advisable and either makes no recommendation or recommends that its shareholders not tender their Euronext Shares into the Parent Stockholders reject this Agreement or the Merger Offer (the a “Parent MeetingChange in Euronext Recommendation”) for the purpose of securing the Parent Stockholders’ Approval), (ii) distribute to its stockholders the Proxy/Prospectus which Change in Euronext Recommendation shall be made only in accordance with applicable federal and state law and its certificate of incorporation and bylawsSection 7.2(b), which Proxy/Prospectus NYSE Group shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts have a right to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates terminate this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityArticle IX. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shall, Socket shall call and hold the Socket Stockholders' Meeting as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) Registration Statement Effective Date for the purpose of securing voting upon the Target Stockholders’ Approval, (ii) distribute to its stockholders adoption of this Agreement and 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 approval of the Target Board of Directors that its stockholders approve this AgreementReverse Stock Split, and Cetronic and Socket will cooperate with each other to cause the Socket Stockholders' Meeting to be held on or proximate to the Expiration Date of the Exchange Offer. Socket shall use its reasonable best efforts (iiithrough its agents or otherwise) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval the adoption of this Agreement and approval of the Reverse Stock Split, and shall take all other action necessary or advisable to secure the Target Stockholders’ Approvalaffirmative vote of its stockholders required by the DGCL to secure such adoption and approval, and (iv) cooperate and consult with Parent with respect except to each of the foregoing matters; provided, extent that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, Socket determines in good faith that such action is necessary for Target’s doing so would cause the Board of Directors of Socket to comply with breach its fiduciary duties to Socket's stockholders under applicable law. Without limiting the generality Laws after receipt of the foregoing, Target agrees that its obligations pursuant advice to this Section 7.3(a) shall not such effect from independent legal counsel (who may be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition ProposalSocket's regularly engaged independent legal counsel). (b) Parent shall, Cetronic shall call and hold the Cetronic Stockholders' Meeting as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) Registration Statement Effective Date for the purpose of securing voting upon the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation approval of the Parent Board Preemptive Rights Waiver, and Cetronic and Socket will cooperate with each other to cause the Cetronic Stockholders' Meeting to be held on or proximate to the Expiration Date of Directors that the Exchange Offer. Cetronic shall use its stockholders approve this Agreement, reasonable best efforts (iiithrough its agents or otherwise) use commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Preemptive Rights Waiver, and shall take all other action necessary or advisable to secure the Parent Stockholders’ Approvalaffirmative vote of its stockholders required by the FSA to secure such approval, and (iv) cooperate and consult with Target with respect except to each of the foregoing matters; provided, extent 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 Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, Cetronic determines in good faith that such action is necessary for such doing so would cause the Board of Directors of Cetronic to comply with breach its fiduciary duties to Cetronic's stockholders under applicable law. Without limiting the generality Laws after receipt of the foregoing, Parent agrees that its obligations pursuant advice to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. such effect from independent legal counsel (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent who may be entitled, at law or in equityCetronic's regularly engaged independent legal counsel). (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shall, Parent shall duly call and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) as promptly as reasonably practicable after in accordance with applicable Law following the date hereof (i) take all steps reasonably necessary to call, give notice of, convene the Registration Statement becomes effective and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or Joint Proxy/Prospectus is cleared by the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) SEC for the purpose of securing voting upon the Target matters that are subject to Parent Stockholder Approval. In connection with Parent Stockholders’ Meeting and the transactions contemplated hereby, Parent will (i) subject to applicable Law, use its reasonable best efforts to obtain the approvals by its stockholders of the matters that are subject to Parent Stockholder Approval, and (ii) distribute otherwise comply with all legal requirements applicable to its Parent Stockholders’ Meeting. Subject to Section 5.6, Parent Board shall recommend approval of the issuance by Parent of the shares of Parent Common Stock issuable pursuant to this Agreement and the change-of-control of Parent in connection with the transactions contemplated by this Agreement by the stockholders of Parent (the Proxy/Prospectus in accordance with applicable federal “Parent Recommendation”) and, except as contemplated under Section 5.6, shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and state law and its certificate of incorporation and bylaws, which Proxythe Joint Proxy Statement/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) 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 (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposalrecommendation. (b) Parent shall, The Company shall duly call and hold a meeting of its stockholders (the “Company Stockholders’ Meeting”) as promptly as reasonably practicable after in accordance with applicable Law following the date hereof (i) take all steps reasonably necessary to call, give notice of, convene the Registration Statement becomes effective and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or Joint Proxy/Prospectus is cleared by the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) SEC for the purpose of securing voting upon the Parent matters that are subject to Company Stockholder Approval. In connection with the Company Stockholders’ ApprovalMeeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts to obtain the necessary approvals by its stockholders of the matters that are subject to Company Stockholder Approval and (ii) distribute otherwise comply with all legal requirements applicable to its the Company Stockholders’ Meeting. Subject to Section 5.6, the Company Board shall recommend adoption of this Agreement by the stockholders of the Proxy/Prospectus in accordance with applicable federal Company (the “Company Recommendation”) and, except as contemplated under Section 5.6, shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and state law and its certificate of incorporation and bylaws, which Proxythe Joint Proxy Statement/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposalrecommendation. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target Following the execution of this Agreement, Lafite shall, as in consultation with Tempranillo, set a record date for the Lafite Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable after following the date hereof effectiveness of the Registration Statement, Lafite shall, in consultation with Tempranillo, in accordance with Applicable Law and the Organizational Documents of Lafite, (i) take all steps reasonably necessary to call, duly call and give notice ofof the Lafite Stockholders Meeting, convene and hold a special or annual at which meeting of its stockholders regardless of whether Lafite shall seek the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ ApprovalRequisite Lafite Vote, (ii) distribute cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Lafite Stockholders Meeting) to be mailed to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) duly convene and hold the Lafite Stockholders Meeting. Subject to ‎Section 6.02, Lafite shall use commercially its reasonable best efforts to solicit from its stockholders proxies in favor of approval of this Agreement and take, or cause to secure the Target Stockholders’ Approvalbe taken, all actions, and (iv) cooperate do or cause to be done all things, necessary, proper or advisable on its part to cause the Requisite Lafite Vote to be received at the Lafite Stockholders Meeting or any adjournment or postponement thereof, and consult shall comply with Parent with respect all legal requirements applicable to each the Lafite Stockholders Meeting. Lafite shall not, without the prior written consent of Tempranillo, adjourn, postpone or otherwise delay the foregoing mattersLafite Stockholders Meeting; provided, however, that nothing contained Lafite may postpone or adjourn the Lafite Stockholders Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Lafite Board has determined in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, good faith after consultation with independent legal counseloutside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Lafite’s stockholders prior to the Lafite Stockholders Meeting. If, on the date of the Lafite Stockholders Meeting, (i) Tempranillo reasonably determines in good faith that Lafite has not received proxies representing a sufficient number of shares of Lafite Common Stock to obtain the Requisite Lafite Vote or (ii) there is no quorum at the Lafite Stockholders’ Meeting, Lafite shall at its election or upon the written request of Tempranillo adjourn the Lafite Stockholders Meeting until such action is necessary for Target’s Board date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of Directors adjournment, and subject to comply the terms and conditions of this Agreement (including Section 6.02), shall continue to use its reasonable best efforts, together with its fiduciary duties under applicable lawproxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Lafite Vote. Without limiting Lafite shall be required to adjourn the generality of the foregoing, Target agrees that its obligations Lafite Stockholders Meeting only one time pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal‎Section 8.04(a). (b) Parent Following the execution of this Agreement, Tempranillo shall, as in consultation with Lafite, set a record date for the Tempranillo Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable after following the date hereof effectiveness of the Registration Statement, Tempranillo shall, in consultation with Lafite, in accordance with Applicable Law and the Organizational Documents of Tempranillo, (i) take all steps reasonably necessary to call, duly call and give notice ofof the Tempranillo Stockholders Meeting, convene and hold a special or annual at which meeting of its stockholders regardless of whether Tempranillo shall seek the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ ApprovalRequisite Tempranillo Vote, (ii) distribute cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Tempranillo Stockholders Meeting) to be mailed to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) duly convene and hold the Tempranillo Stockholders Meeting. Subject to Section 7.02, Tempranillo shall use commercially its reasonable best efforts to solicit from its stockholders proxies take, or cause to secure the Parent Stockholders’ Approvalbe taken, all actions, and (iv) cooperate do or cause to be done all things, necessary, proper or advisable on its part to cause the Requisite Tempranillo Vote to be received at the Tempranillo Stockholders Meeting or any adjournment or postponement thereof, and consult shall comply with Target with respect all legal requirements applicable to each the Tempranillo Stockholders Meeting. Tempranillo shall not, without the prior written consent of Lafite, adjourn, postpone or otherwise delay the foregoing mattersTempranillo Stockholders Meeting; provided, however, that nothing contained Tempranillo may postpone or adjourn the Tempranillo Stockholders Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Tempranillo Board has determined 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 Parent stockholders hereunder if Parent’s Board of Directors, good faith after consultation with independent legal counseloutside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Tempranillo’s stockholders prior to the Tempranillo Stockholders Meeting. If, on the date of the Tempranillo Stockholders Meeting, (i) Lafite reasonably determines in good faith that Tempranillo has not received proxies representing a sufficient number of shares of Tempranillo Common Stock to obtain the Requisite Tempranillo Vote or (ii) there is no quorum at the Tempranillo Stockholders Meeting, Tempranillo shall at its election or upon the written request of Lafite adjourn the Tempranillo Stockholders Meeting until such action is necessary for such Board date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of Directors adjournment, and subject to comply the terms and conditions of this Agreement (including Section 7.02), shall continue to use its reasonable best efforts, together with its fiduciary duties under applicable lawproxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Tempranillo Vote. Without limiting Tempranillo shall be required to adjourn the generality of the foregoing, Parent agrees that its obligations Tempranillo Stockholders Meeting only one time pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal‎Section 8.04(b). (c) Notwithstanding Each of Lafite and Tempranillo shall coordinate with the receipt by Target other regarding the record date and the meeting date for the Lafite Stockholders Meeting and the Tempranillo Stockholders Meeting, it being the intention of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to Lafite and Tempranillo that the termination record date for each such meeting of this Agreement taking effect under Section 10.1(h), Target stockholders shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equitysame. (d) Notwithstanding (i) any Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, (ii) the receipt by Parent public proposal or announcement or other submission to Lafite or any of its Representatives of a Parent Superior Proposal, then, unless Target terminates Lafite Takeover Proposal or the public proposal or announcement or other submission to Tempranillo or any of its Representatives of a Tempranillo Takeover Proposal or (iii) anything in this Agreement under Section 10.1(j), prior to the termination contrary, the obligations of this Agreement taking effect Lafite and Tempranillo under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) ‎Section 8.03 and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed 8.04 shall continue in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) full force and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equityeffect.

Stockholders Meetings. (a) Target shallThe Company will use, as promptly as reasonably practicable after in accordance with applicable Law and the date hereof (i) take all steps reasonably necessary Company Charter and Company Bylaws, its reasonable best efforts to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless holders of whether Shares to consider and vote upon the Target adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors determines shall include the Company Recommendation in the Joint Proxy Statement and recommend at any time the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the Merger date on which the Company Stockholders Meeting is no longer advisable scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or recommends that the Target Stockholders reject this Agreement not a quorum is present, or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute it will not have enough Shares represented to its stockholders constitute a quorum necessary to conduct 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 business of the Target Board Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of Directors that its stockholders approve this Agreementthe Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval notwithstanding the first sentence of this Agreement and Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to secure allow reasonable additional time for the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each filing or mailing of any supplemental or amended disclosure that the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of DirectorsCompany has determined, after consultation with independent outside legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors reasonably likely to comply with its fiduciary duties be required under applicable law. Without limiting the generality Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication Company prior to the Target or any other person of any Target Acquisition ProposalCompany Stockholders Meeting. (b) Parent shallNotwithstanding any Company Change in Recommendation, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary Company shall nonetheless submit this Agreement, the Distribution Merger Agreement and the Charter Amendments to call, give notice of, convene and hold a special or annual meeting the holders of its stockholders regardless of whether Shares for adoption at the Parent Board of Directors determines at any time that Company Stockholders Meeting unless this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus terminated in accordance with applicable federal and state law and its certificate Article VII prior to the Company Stockholders Meeting. Without the prior written consent of incorporation and bylawsParent, which Proxy/Prospectus shall contain the recommendation adoption of the Parent Board Charter Amendments, the Distribution Merger Agreement and this Agreement shall be the only matters (other than matters of Directors procedure and matters required by Law to be voted on by the Company’s stockholders in connection therewith and the Transactions) that its the Company shall propose to be acted on by the stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit Company at the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition ProposalCompany Stockholders Meeting. (c) Notwithstanding Parent will use, in accordance with applicable Law and the receipt by Target certificate of incorporation and bylaws of Parent, its reasonable best efforts to convene and hold a Target Superior Proposal, then, unless meeting of stockholders to consider and vote upon the approval of the Stock Issuance (the “Parent terminates this Agreement under Section 10.1(h), prior Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the termination provisions of this Agreement taking effect under Section 10.1(h)5.03, Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) TargetParent’s Board of Directors withdrawsshall include the Parent Recommendation in the Joint Proxy Statement and recommend at the Parent Stockholders Meeting that the stockholders of Parent approve the Stock Issuance and shall use its reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, modifies or changes its recommendation of this Agreement if on a date preceding the date on which or the Merger in date on which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies representing the Parent Requisite Vote, whether or not a manner adverse quorum is present, or (ii) it will not have enough shares of Parent Common Stock represented to Parent or resolves constitute a quorum necessary to do any conduct the business of the foregoing Parent Stockholders Meeting, Parent may postpone or Target’s Board adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholders Meeting as long as the date of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval Parent Stockholders Meeting is not secured at such meetingpostponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent notwithstanding the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision first sentence of this Section 7.13(c) is not performed in accordance with its specific terms 5.05(c), Parent may postpone or is otherwise breached. Accordingly, Target agrees adjourn the Parent Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent will has determined, after consultation with outside legal counsel, is reasonably likely to be entitled required under applicable Law and for such supplemental or amended disclosure to an injunction or injunctions be disseminated and reviewed by stockholders of Parent prior to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityStockholders Meeting. (d) Notwithstanding the receipt by any Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j)Change in Recommendation, Parent shall be obligated nonetheless submit the approval of the Stock Issuance to comply with Section 7.13(bits stockholders at the Parent (e) Each of the Company and Parent shall use their reasonable best efforts to hold the Company Stockholders Meeting and the other terms of this AgreementParent Stockholders Meeting, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitledrespectively, at law or in equitythe same time and on the same date as the other party.

Stockholders Meetings. (a) Target shallThe Company shall call and hold the Company Stockholders' Meeting, and Parent shall call and hold the Parent Stockholders' Meeting, in each case as promptly as reasonably practicable, for the purpose, in the case of the Company Stockholders' Meeting, of voting upon the adoption of this Agreement and the Merger contemplated hereby, and, in the case of the Parent Stockholders' Meeting, of voting upon the adoption of the Certificate Amendment and the Share Issuance pursuant to the Joint Proxy Statement, and each of Parent and the Company shall use its reasonable efforts to hold the Stockholders' Meetings on the same day and as soon as practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of on which the Registration Statement becomes effective. The Company shall use its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval the adoption of this Agreement pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the Target Stockholders’ Approvalvote or consent of stockholders required by the DGCL or applicable stock exchange requirements to obtain such approval, and (iv) cooperate and consult with Parent with respect except to each of the foregoing matters; provided, extent that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to of the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, Company determines in good faith after consultation with outside legal counsel (who may be the Company's regularly engaged outside legal counsel) that such action the withdrawal, modification or change of its recommendation is necessary for Target’s Board of Directors to comply with required by its fiduciary duties to the Company stockholders under applicable lawLaw. Without limiting the generality of the foregoing, Target agrees that Parent shall use its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal. (b) Parent shall, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Certificate Amendment and the Share Issuance contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the Parent Stockholders’ Approvalvote or consent of stockholders required by the DGCL or applicable stock exchange requirements to obtain such approval, and (iv) cooperate and consult with Target with respect except to each of the foregoing matters; provided, extent 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 of Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith after consultation with outside legal counsel (who may be Parent's regularly engaged outside legal counsel) that such action the withdrawal, modification or change of its recommendation is necessary for such Board of Directors to comply with required by its fiduciary duties to Parent's stockholders under applicable lawLaw. Without limiting the generality Each of the foregoingparties hereto, Parent agrees that its obligations pursuant subject to the exercise of their fiduciary duties to their respective stockholders, as described in this Section 7.13(b) 6.02, shall not be affected by take all other action necessary or, in the commencement, public proposal, public disclosure or communication to the Parent or any other person opinion of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms parties hereto, advisable to promptly and expeditiously secure any vote or consent of this Agreement, including stockholders required by holding applicable Law and such party's Restated Certificate of Incorporation and Bylaws to effect the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityMerger. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shallNYSE Group will take, as promptly as reasonably practicable after in accordance with applicable Law and the date hereof (i) take NYSE Group Organizational Documents, all steps reasonably action necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless (the "NYSE GROUP STOCKHOLDERS MEETING") on a date determined by NYSE Group after consultation with Euronext (the "NYSE GROUP MEETING DATE"), which date shall be as promptly as practicable after the Registration Statement is declared effective; PROVIDED that, after consultation with Euronext, NYSE Group may convene the NYSE Group Stockholders Meeting after the SEC shall have granted any necessary approvals for the consummation of whether the Target transactions contemplated by this Agreement, including any approvals of any application under Rule 19b-4 of the Exchange Act submitted in connection with the transactions contemplated by this Agreement. Subject to fiduciary obligations under applicable Law, the Board of Directors of NYSE Group shall recommend such adoption or approval, as the case may be, and shall take all lawful action to solicit such adoption and approval. In the event that subsequent to the date hereof and prior to the NYSE Group Stockholders Meeting (including any adjournment thereof), the Board of Directors of NYSE Group determines at any time that this Agreement or the Merger is no longer advisable and either makes no recommendation or recommends that the Target Stockholders its stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ Approvala "CHANGE IN NYSE GROUP RECOMMENDATION"), (ii) distribute to its stockholders the Proxy/Prospectus which Change in NYSE Group Recommendation shall be made only in accordance with applicable federal and state law and its certificate of incorporation and bylawsSection 7.2(c), which Proxy/Prospectus Euronext shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts have a right to solicit from its stockholders proxies in favor of approval of terminate this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult in accordance with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition ProposalArticle IX. (b) Parent shallEuronext will take, as promptly as reasonably practicable after in accordance with applicable Law and the date hereof (i) take Euronext Organizational Documents, all steps reasonably action necessary to call, give notice of, convene and hold a special or annual an extraordinary general meeting of its stockholders regardless (the "EURONEXT STOCKHOLDERS MEETING") on a date determined by Euronext after consultation with NYSE Group (the "EURONEXT MEETING DATE"), which date shall be as promptly as practicable after the information circular (the "EURONEXT SHAREHOLDER CIRCULAR") for the Euronext Stockholders Meeting shall be completed, to approve the Offer and the transactions contemplated by this Agreement. Such approval shall require a simple majority of whether the Parent votes validly cast at such meeting (the "EURONEXT REQUISITE VOTE"). Subject to fiduciary obligations under applicable Law, the Euronext Boards shall recommend such approval and shall take all lawful action to solicit such approval and shall recommend the Offer to its shareholders and recommend that they tender their Euronext Shares into the Offer, it being understood that, after the Euronext Stockholders Meeting and no later than five business days after the satisfaction or waiver (if and to the extent that such waiver is permitted by the GRAMF) of the conditions set forth in Annex II hereto and subject to Section 4.2(c), but prior to the filing of the European Exchange Offer Documents with the AMF in accordance with applicable regulations, the Euronext Supervisory Board shall formally reiterate its recommendation that the stockholders of Directors determines at any time Euronext tender their Euronext Shares into the Offer. In the event that subsequent to the date hereof, the Euronext Boards determine that this Agreement or the Merger is no longer advisable and either makes no recommendation or recommends that its shareholders not tender their Euronext Shares into the Parent Stockholders reject this Agreement or the Merger Offer (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approvala "CHANGE IN EURONEXT RECOMMENDATION"), (ii) distribute to its stockholders the Proxy/Prospectus which Change in Euronext Recommendation shall be made only in accordance with applicable federal and state law and its certificate of incorporation and bylawsSection 7.2(b), which Proxy/Prospectus NYSE Group shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts have a right to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates terminate this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityArticle IX. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target Following the execution of this Agreement, Lafite shall, as in consultation with Tempranillo, set a record date for the Lafite Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable after following the date hereof effectiveness of the Registration Statement, Lafite shall, in consultation with Tempranillo, in accordance with Applicable Law and the Organizational Documents of Lafite, (i) take all steps reasonably necessary to call, duly call and give notice ofof the Lafite Stockholders Meeting, convene and hold a special or annual at which meeting of its stockholders regardless of whether Lafite shall seek the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) for the purpose of securing the Target Stockholders’ ApprovalRequisite Lafite Vote, (ii) distribute cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Lafite Stockholders Meeting) to be mailed to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) duly convene and hold the Lafite Stockholders Meeting. Subject to Section 6.02, Lafite shall use commercially its reasonable best efforts to solicit from its stockholders proxies in favor of approval of this Agreement and take, or cause to secure the Target Stockholders’ Approvalbe taken, all actions, and (iv) cooperate do or cause to be done all things, necessary, proper or advisable on its part to cause the Requisite Lafite Vote to be received at the Lafite Stockholders Meeting or any adjournment or postponement thereof, and consult shall comply with Parent with respect all legal requirements applicable to each the Lafite Stockholders Meeting. Lafite shall not, without the prior written consent of Tempranillo, adjourn, postpone or otherwise delay the foregoing mattersLafite Stockholders Meeting; provided, however, that nothing contained Lafite may postpone or adjourn the Lafite Stockholders Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Lafite Board has determined in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, good faith after consultation with independent legal counseloutside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Lafite’s stockholders prior to the Lafite Stockholders Meeting. If, on the date of the Lafite Stockholders Meeting, (i) Tempranillo reasonably determines in good faith that Lafite has not received proxies representing a sufficient number of shares of Lafite Common Stock to obtain the Requisite Lafite Vote or (ii) there is no quorum at the Lafite Stockholders’ Meeting, Lafite shall at its election or upon the written request of Tempranillo adjourn the Lafite Stockholders Meeting until such action is necessary for Target’s Board date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of Directors adjournment, and subject to comply the terms and conditions of this Agreement (including Section 6.02), shall continue to use its reasonable best efforts, together with its fiduciary duties under applicable lawproxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Lafite Vote. Without limiting Lafite shall be required to adjourn the generality of the foregoing, Target agrees that its obligations Lafite Stockholders Meeting only one time pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal8.04(a). (b) Parent Following the execution of this Agreement, Tempranillo shall, as in consultation with Lafite, set a record date for the Tempranillo Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable after following the date hereof effectiveness of the Registration Statement, Tempranillo shall, in consultation with Lafite, in accordance with Applicable Law and the Organizational Documents of Tempranillo, (i) take all steps reasonably necessary to call, duly call and give notice ofof the Tempranillo Stockholders Meeting, convene and hold a special or annual at which meeting of its stockholders regardless of whether Tempranillo shall seek the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ ApprovalRequisite Tempranillo Vote, (ii) distribute cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Tempranillo Stockholders Meeting) to be mailed to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) duly convene and hold the Tempranillo Stockholders Meeting. Subject to Section 7.02, Tempranillo shall use commercially its reasonable best efforts to solicit from its stockholders proxies take, or cause to secure the Parent Stockholders’ Approvalbe taken, all actions, and (iv) cooperate do or cause to be done all things, necessary, proper or advisable on its part to cause the Requisite Tempranillo Vote to be received at the Tempranillo Stockholders Meeting or any adjournment or postponement thereof, and consult shall comply with Target with respect all legal requirements applicable to each the Tempranillo Stockholders Meeting. Tempranillo shall not, without the prior written consent of Lafite, adjourn, postpone or otherwise delay the foregoing mattersTempranillo Stockholders Meeting; provided, however, that nothing contained Tempranillo may postpone or adjourn the Tempranillo Stockholders Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Tempranillo Board has determined 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 Parent stockholders hereunder if Parent’s Board of Directors, good faith after consultation with independent legal counseloutside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Tempranillo’s stockholders prior to the Tempranillo Stockholders Meeting. If, on the date of the Tempranillo Stockholders Meeting, (i) Lafite reasonably determines in good faith that Tempranillo has not received proxies representing a sufficient number of shares of Tempranillo Common Stock to obtain the Requisite Tempranillo Vote or (ii) there is no quorum at the Tempranillo Stockholders Meeting, Tempranillo shall at its election or upon the written request of Lafite adjourn the Tempranillo Stockholders Meeting until such action is necessary for such Board date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of Directors adjournment, and subject to comply the terms and conditions of this Agreement (including Section 7.02), shall continue to use its reasonable best efforts, together with its fiduciary duties under applicable lawproxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Tempranillo Vote. Without limiting Tempranillo shall be required to adjourn the generality of the foregoing, Parent agrees that its obligations Tempranillo Stockholders Meeting only one time pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal8.04(b). (c) Notwithstanding Each of Lafite and Tempranillo shall coordinate with the receipt by Target other regarding the record date and the meeting date for the Lafite Stockholders Meeting and the Tempranillo Stockholders Meeting, it being the intention of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to Lafite and Tempranillo that the termination record date for each such meeting of this Agreement taking effect under Section 10.1(h), Target stockholders shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equitysame. (d) Notwithstanding (i) any Lafite Adverse Recommendation Change or Tempranillo Adverse Recommendation Change, (ii) the receipt by Parent public proposal or announcement or other submission to Lafite or any of its Representatives of a Parent Superior Proposal, then, unless Target terminates Lafite Takeover Proposal or the public proposal or announcement or other submission to Tempranillo or any of its Representatives of a Tempranillo Takeover Proposal or (iii) anything in this Agreement to the contrary, the obligations of Lafite and Tempranillo under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) 8.03 and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed 8.04 shall continue in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) full force and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equityeffect.

Stockholders Meetings. (a) Target shall, United shall call a meeting of its stockholders (the “United Stockholders’ Meeting”) to be held as promptly soon as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or S-4 Registration Statement is declared effective by the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”) SEC for the purpose of securing voting upon this Agreement and the Target Merger and such other related matters as it deems appropriate. In connection with the United Stockholders’ ApprovalMeeting: (i) United shall, with the assistance of NCC, prepare, publish and mail a notice of meeting in accordance with the FBCA; (ii) distribute NCC shall furnish all information concerning it that United may reasonably request in connection with conducting the United Stockholders’ Meeting; (iii) NCC shall prepare and furnish to United, for printing, copying and distribution to United’s stockholders at United’s expense, the form of the Proxy Statement/Prospectus; (iv) United shall furnish all information concerning it that NCC may reasonably request in connection with preparing the Proxy Statement/Prospectus; (v) subject to Section 10.1(k) of this Agreement, the United Board shall recommend to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate approval of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, ; and (iiivi) United shall use its commercially reasonable efforts to solicit from obtain its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholdersstockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposalapproval. (b) Parent shall, NCC shall call a meeting of its stockholders (the “NCC Stockholders’ Meeting”) to be held as promptly soon as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or S-4 Registration Statement is declared effective by the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) SEC for the purpose of securing voting upon this Agreement and the Parent Merger and such other related matters as it deems appropriate. In connection with the NCC Stockholders’ ApprovalMeeting: (i) NCC shall prepare, publish and mail a notice of meeting in accordance with the DGCL; (ii) distribute United shall furnish all information concerning it that NCC may reasonably request in connection with conducting the NCC Stockholders’ Meeting; (iii) NCC shall prepare and furnish, for printing, copying and distribution to NCC’s stockholders at NCC’s expense, the form of the NCC Proxy Statement; (iv) the NCC Board shall recommend to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate approval of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, unless such recommendation would violate applicable Law or be inconsistent with the NCC Board’s fiduciary duties; and (iiiv) NCC shall use its commercially reasonable efforts to solicit from obtain its stockholders proxies to secure the Parent Stockholdersstockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing 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 Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposalapproval. (c) Notwithstanding The Parties will use their commercially reasonable efforts to prepare a preliminary draft of the receipt by Target Proxy Statement/Prospectus and NCC Proxy Statement within 60 days of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms date of this Agreement, including by holding and will consult with one another on the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any form and content of the foregoing or Target’s Board Proxy Statement/Prospectus and NCC Proxy Statement (including the presentation of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at draft copies of such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up proxy materials to the Target Expense Cap as provided in Section 10.2other) prior to filing with the SEC and delivery to stockholders. Target acknowledges Each of NCC and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with United will use its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled commercially reasonable efforts to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court deliver notice of the United States or any state thereof having jurisdiction over the parties Stockholders’ Meeting and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) Proxy Statement/Prospectus and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any notice of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent NCC Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated Meeting and NCC Proxy Statement as soon as practicable after the S-4 Registration Statement has been declared effective by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equitySEC.

Stockholders Meetings. (a) Target The Seller, acting through its Board of Directors, shall, as subject to and according to applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special or annual meeting as soon as practicable to ensure obtaining requisite stockholder approval following the date on which the Registration Statement becomes effective the Seller Meeting for the purpose of its stockholders regardless of whether the Target Board of Directors determines at any time that voting to approve and adopt this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or and the Merger (the “Target Meeting”"Seller Voting Proposal"). The Board of Directors of the Seller shall, subject to the fiduciary duties of the Board of Directors of Seller under applicable law as advised by outside counsel, (i) for recommend approval and adoption of the purpose Seller Voting Proposal by the stockholders of securing the Target Stockholders’ Approval, Seller and include in the Joint Proxy Statement such recommendation and (ii) distribute take all reasonable and lawful action to its stockholders solicit and obtain such approval; provided, however, that in the Proxy/Prospectus in accordance with applicable federal and state law and its certificate context of incorporation and bylaws, which Proxy/Prospectus shall contain an Acquisition Proposal the recommendation of the Target Board of Directors that of Seller may withdraw such recommendation (and be relieved of its stockholders approve this Agreement, and (iii) use commercially reasonable efforts duty to solicit from its stockholders proxies in favor of approval of this Agreement Seller's shareholders but not be relieved of its obligations to call and hold the Seller Shareholder Meeting for the purposes of voting to secure approve -45- 42 and adopt the Target Stockholders’ Approval, and Seller Voting Proposal) if (ivbut only if) cooperate and consult with Parent with respect to each of (i) the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if of Seller has received a Superior Proposal and (ii) such Board of DirectorsDirectors upon advice of its outside legal counsel determines that it is required, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. Without limiting The Seller stockholder vote required for the generality approval of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) Seller Voting Proposal shall not be affected by a majority of the commencement, public proposal, public disclosure or communication to outstanding shares of Seller Common stock on the Target or any other person of any Target Acquisition Proposalrecord date for the Seller Meeting. (b) Parent Buyer, acting through its Board of Directors, shall, as subject to and in accordance with applicable law and its Certificate of Incorporation and Bylaws, promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to and duly call, give notice of, convene and hold a special or annual meeting as soon as practicable to ensure obtaining requisite stockholder approval following the date on which the Registration Statement becomes effective, the Buyer Meeting for the purpose of voting (i) to amend its stockholders regardless Certificate of whether Incorporation to increase its authorized Capital Stock in connection with the Parent Board transactions contemplated hereby (the "Charter Proposal"), (ii) to approve the issuance of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or shares of Buyer Capital Stock to be issued in the Merger (the “Parent Meeting”"Buyer Voting Proposal") for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure elect the Parent Stockholders’ Approval, and Seller Nominee (iv) cooperate and consult with Target with respect to each of the foregoing 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 Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided defined in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j6.13 below), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target x. Xxxxx and Reading each shall, as promptly as reasonably practicable after the date hereof hereof, (i) take all steps reasonably necessary to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether (individually, the Target Board of Directors determines at any time that this Agreement or "Xxxxx Special Meeting" and the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target "Reading Special Meeting”") for the purpose of securing the Target Xxxxx Stockholders’ ' Approval or Reading Stockholders' Approval as applicable, (ii) distribute to its stockholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and with its respective articles of incorporation and bylaws, which Proxy Statement/Prospectus shall contain the recommendation of the board of directors of the respective Company that its stockholders approve this Agreement and the transactions contemplated hereby, (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the transactions contemplated hereby and to secure the Xxxxx Stockholders' Approval or Reading Stockholders' Approval as applicable, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters. b. Parent shall, as promptly as reasonably practicable after the date hereof, (i) take all steps reasonably necessary to call, give notice of, convene and hold the annual meeting of its stockholders (the "Parent Annual Meeting") for the purpose of, among other things, securing the Parent Stockholders' Approval, (ii) distribute to its stockholders the ProxyProxy Statement/Prospectus in accordance with applicable federal and state law and its certificate articles of incorporation and bylaws, which ProxyProxy Statement/Prospectus shall contain the recommendation of the Target Board Parent board of Directors directors that its stockholders approve this Agreement, Agreement and (iii) use commercially all reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Parent Stockholders’ ' Approval, and (iv) cooperate and consult with Parent the Companies with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal. (b) c. The Parent shallAnnual Meeting, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene Xxxxx Special Meeting and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”) for the purpose of securing the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target Reading Special Meeting shall be obligated to comply with Section 7.13(a) held on the same day unless otherwise agreed by Parent and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityCompanies. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target shallGlobal shall cause the Global Stockholders’ Meeting to be duly called and held as soon as practicable for the purpose of obtaining the Global Stockholder Approval, and Global shall use its reasonable best efforts to hold the Global Stockholders’ Meeting as promptly soon as reasonably practicable after the date hereof (i) on which the Registration Statement becomes effective and on the same date as the Crown Stockholders’ Meeting. Global shall take all steps reasonably action necessary in accordance with applicable Law, the Global Certificate of Incorporation and the Global Bylaws to duly call, give notice ofof and convene the Global Stockholders’ Meeting. Except in the event of a Global Adverse Recommendation Change, convene and hold a special or annual meeting of Global shall (i) through the Global Board, recommend to its stockholders regardless that they give the Global Stockholder Approval and include such recommendation in the Joint Proxy Statement, (ii) use its reasonable best efforts to solicit from holders of whether shares of Global Common Stock entitled to vote at the Target Board Global Stockholders’ Meeting proxies in favor of Directors determines at any time that obtaining the Global Stockholder Approval and (iii) take all other action necessary or, in the reasonable judgment of Crown, helpful to secure the vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement or to effect the Merger is no longer advisable or recommends that the Target Stockholders reject Merger. Notwithstanding any Global Adverse Recommendation Change, this Agreement or shall be submitted to the Merger (stockholders of Global at the “Target Meeting”) Global Stockholders’ Meeting for the purpose of securing obtaining the Target Stockholders’ ApprovalGlobal Stockholder Approval and nothing contained herein shall be deemed to relieve Global of such obligation; provided, (ii) distribute however, that the foregoing shall not be deemed to its stockholders the Proxy/Prospectus limit Global’s right to terminate this Agreement pursuant to and in accordance with applicable federal and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Target Board of Directors that its stockholders approve this Agreement, and (iii) use commercially reasonable efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to secure the Target Stockholders’ Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected by the commencement, public proposal, public disclosure or communication to the Target or any other person of any Target Acquisition Proposal7.1(h). (b) Parent shall, Crown shall cause the Crown Stockholders’ Meeting to be duly called and held as promptly soon as reasonably practicable for the purpose of obtaining the Crown Stockholder Approval and Crown shall use its reasonable best efforts to hold the Crown Stockholders’ Meeting as soon as practicable after the date hereof (i) on which the Registration Statement becomes effective and on the same date as the Global Stockholders’ Meeting. Crown shall take all steps reasonably action necessary in accordance with applicable Law, the Crown Certificate of Incorporation and the Crown Bylaws to duly call, give notice ofof and convene the Crown Stockholders’ Meeting. Except in the event of a Crown Adverse Recommendation Change, convene and hold a special or annual meeting of Crown shall (i) through the Crown Board, recommend to its stockholders regardless that they give the Crown Stockholder Approval and include such recommendation in the Joint Proxy Statement, (ii) use its reasonable best efforts to solicit from holders of whether shares of Crown Common Stock entitled to vote at the Parent Board Crown Stockholders’ Meeting proxies in favor of Directors determines at any time that obtaining the Crown Stockholder Approval and (iii) take all other action necessary or, in the reasonable judgment of Global, helpful to secure the vote or consent of such holders required by the DGCL, the rules and regulations of the NYSE or this Agreement or to effect the Merger is no longer advisable or recommends that the Parent Stockholders reject Merger. Notwithstanding any Crown Adverse Recommendation Change, this Agreement or shall be submitted to the Merger (stockholders of Crown at the “Parent Meeting”) Crown Stockholders’ Meeting for the purpose of securing obtaining the Parent Stockholders’ Approval, (ii) distribute to its stockholders the Proxy/Prospectus in accordance with applicable federal Crown Stockholder Approval and state law and its certificate of incorporation and bylaws, which Proxy/Prospectus shall contain the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition Proposal. (c) Notwithstanding the receipt by Target of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement herein shall be deemed to relieve Crown of such obligation; provided, however, that the foregoing shall not be terminated by Target under Section 10.1(h), Target shall pay deemed to Parent the Termination Fee limit Crown’s right to terminate this Agreement pursuant to and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equity7.1(e). (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.

Stockholders Meetings. (a) Target SCGI shall, as promptly as reasonably practicable after following the date hereof (i) execution hereof, duly take all steps reasonably necessary lawful action to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Target Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Target Stockholders reject this Agreement or the Merger (the “Target Meeting”"SCGI STOCKHOLDERS MEETING") for the purpose of securing obtaining the Target Stockholders’ ApprovalSCGI Stockholders Approval with respect to the SCGI Share Issuance, (ii) distribute and shall take all lawful action to its stockholders solicit 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 approval of the Target SCGI Share Issuance; and the Board of Directors that of SCGI shall, subject to its stockholders approve this Agreement, legal and (iii) 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 (iv) cooperate and consult with Parent with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(a) shall prohibit the Target Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Target stockholders hereunder if such Board of Directors, after consultation with independent legal counsel, determines in good faith that such action is necessary for Target’s Board of Directors to comply with its fiduciary regulatory duties under applicable law. Without limiting the generality , recommend approval of the foregoing, Target agrees that its obligations pursuant to this Section 7.3(a) shall not be affected SCGI Share Issuance by the commencementstockholders of SCGI, public proposaland shall not, public disclosure subject to its legal and regulatory duties under applicable law, withdraw, modify or communication materially qualify in any manner adverse to USRealty such recommendation or take any action or make any statement in connection with the Target or any other person of any Target Acquisition ProposalSCGI Stockholders Meeting materially inconsistent with such recommendation. (bi) Parent USRealty shall, as promptly as reasonably practicable after following the date hereof (i) execution hereof, duly take all steps reasonably necessary lawful action to call, give notice of, convene and hold a special or annual meeting of its stockholders regardless of whether the Parent Board of Directors determines at any time that this Agreement or the Merger is no longer advisable or recommends that the Parent Stockholders reject this Agreement or the Merger (the “Parent Meeting”"USREALTY STOCKHOLDERS MEETING") for the purpose of securing obtaining the Parent Stockholders’ ApprovalUSRealty Stockholders Approval with respect to this Agreement and the dissolution and liquidation of USRealty pursuant to the Plan of Liquidation, and shall take all lawful action to solicit the approval of this Agreement and the Plan of Liquidation. The USRealty Board shall recommend approval of this Agreement by the stockholders of USRealty, and shall not withdraw, modify or materially qualify in any manner adverse to SCGI such recommendation or take any action or make any statement in connection with the USRealty Stockholders Meeting materially inconsistent with such recommendation; provided that the USRealty Board shall have no obligation to take any such action or fail to take any such action if taking or failing to take, as the case may be, such action would be inconsistent with its legal and regulatory duties (including its duty to act in the best interests of the USRealty stockholders) under applicable law. (ii) distribute to its stockholders the ProxyThe Joint Proxy Statement/Prospectus and the proxy card sent to the stockholders of USRealty in connection with the USRealty Stockholders Meeting shall specify that any USRealty Share the holder of which does not wish to consent to receive SCGI Class B Common Shares upon consummation of the transactions contemplated by the Plan of Liquidation, but instead wishes to receive cash upon consummation of the transactions con- templated by the Plan of Liquidation, and votes against approval of this Agreement and the Plan of Liquidation and who so indicates such wish to receive cash upon consummation of the transactions contemplated by the Plan of Liquidation on a proxy card properly completed and returned in accordance with applicable federal the instructions and state law rules relating thereto (each such USRealty Share, a "CASH USREALTY SHARE"), shall not receive SCGI Class B Common Shares upon consummation of the transactions contemplated by the Plan of Liquidation, but instead shall receive the Per Share Cash Amount for each USRealty Share held by such holder. USRealty stockholders who do not so properly indicate their desire to receive cash instead of SCGI Class B Common Shares upon consummation of the liquidation and its certificate distribution to stockholders contemplated by the Plan of incorporation Liquidation, shall be for all purposes considered to have elected to receive SCGI Class B Common Shares upon consummation of the liquidation and bylawsdistribution to stockholders contemplated by the Plan of Liquidation. USRealty stockholders who vote in favor of approval of this Agreement and the Plan of Liquidation or abstain from voting, which Proxyand USRealty stockholders who do not return the proxy card in connection with the USRealty Stockholders Meeting, will be deemed to have consented to receive SCGI Class B Common Shares upon consummation of the liquidation and distribution to stockholders contemplated by the Plan of Liquidation, and prominent disclosure of these matters shall be included the Joint Proxy Statement/Prospectus shall contain and the recommendation of the Parent Board of Directors that its stockholders approve this Agreement, (iii) use commercially reasonable efforts to solicit from its stockholders proxies to secure the Parent Stockholders’ Approval, and (iv) cooperate and consult with Target with respect to each of the foregoing matters; provided, that nothing contained in this Section 7.13(b) shall prohibit the Parent Board of Directors from failing to make or from withdrawing or modifying its recommendation proxy card sent to the Parent stockholders hereunder if Parent’s Board of Directors, after consultation USRealty in connection with independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. Without limiting the generality of the foregoing, Parent agrees that its obligations pursuant to this Section 7.13(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Parent or any other person of any Parent Acquisition ProposalUSRealty Stockholders Meeting. (c) Notwithstanding SCGI shall vote, or shall cause to be voted, all of the receipt USRealty Shares beneficially owned by Target it in favor of a Target Superior Proposal, then, unless Parent terminates this Agreement under Section 10.1(h), prior to the termination approval of this Agreement taking effect under Section 10.1(h), Target shall be obligated to comply with Section 7.13(a) and the other terms Plan of this Agreement, including by holding the Target Meeting. If (x) a Target Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Target Acquisition Proposal, (y) Target’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Parent or resolves to do any of the foregoing or Target’s Board of Directors recommends to Target’s stockholders any Target Acquisition Proposal or resolves to do so, and (z) the Target Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Target under Section 10.1(h), Target shall pay to Parent the Termination Fee and the Expenses of Parent up to the Target Expense Cap as provided in Section 10.2. Target acknowledges and agrees that Parent would be damaged irreparably if any provision of this Section 7.13(c) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Target agrees that Parent will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(c) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Parent may be entitled, at law or in equityLiquidation. (d) Notwithstanding the receipt by Parent of a Parent Superior Proposal, then, unless Target terminates this Agreement under Section 10.1(j), prior to the termination of this Agreement taking effect under Section 10.1(j), Parent shall be obligated to comply with Section 7.13(b) and the other terms of this Agreement, including by holding the Parent Meeting. If (x) a Parent Acquisition Proposal shall have been made or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Parent Acquisition Proposal, (y) Parent’s Board of Directors withdraws, modifies or changes its recommendation of this Agreement or the Merger in a manner adverse to Target or resolves to do any of the foregoing or Parent’s Board of Directors recommends to Parent’s stockholders any Parent Acquisition Proposal or resolves to do so, and (z) the Parent Stockholders’ Approval is not secured at such meeting, then at such time this Agreement shall be deemed to be terminated by Parent under Section 10.1(j), Parent shall pay to Target the Termination Fee and the Expenses of Target up to the Parent Expense Cap as provided in Section 10.2. Parent acknowledges and agrees that Target would be damaged irreparably if any provision of this Section 7.13(d) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, Parent agrees that Target will be entitled to an injunction or injunctions to prevent breaches of this Section 7.13(d) and to enforce specifically this Agreement and its terms and provisions in any action or proceeding instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which Target may be entitled, at law or in equity.