Common use of Action by Shareholders Clause in Contracts

Action by Shareholders. If required by applicable law to consummate the Merger, DOCP, acting through the DOCP Board, shall, in accordance with applicable law, its certificate of incorporation and bylaws: (a) as soon as practicable after consummation of the Offer, duly call, give notice of, convene and hold a special meeting of shareholders (the "Merger Meeting") for the purpose of adopting this Agreement and approving the Merger; (b) include in the Proxy Statement (as defined below) the determination and recommendation of the DOCP Board to the effect that the DOCP Board, having determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of DOCP and the holders of DOCP Shares (other than CSX and the Management Investor), has approved and adopted this Agreement and the transactions contemplated hereby and, unless otherwise required due to the applicable fiduciary duties of the DOCP Board as determined by the members thereof in good faith based on the advice of outside counsel, recommends that such holders vote in favor of the approval and adoption of this Agreement and the Merger; and (c) use its best efforts to obtain the necessary approval of this Agreement and the Merger by such holders. In the event of the Merger Meeting, each of CSX, NSC, Buyer and the Management Investor shall vote all DOCP Shares owned by such person in favor of the adoption of this Agreement and the transactions contemplated hereby.