Common use of Adjournment of Company Stockholder Meeting Clause in Contracts

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholder Meeting if (i) there are holders of insufficient shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order or a request from the SEC; (iii) to ensure that any supplement or amendment to the Proxy Statement required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if Meeting: (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or receives a request from the SECSEC or its staff; or (iiiiv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law to ensure postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that any supplement or amendment the Company has sent to the Proxy Statement required Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). Notwithstanding the foregoing, (1) the Company shall not, without the prior written consent of the Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate, and (2) the Company shall, at the request of the Purchaser, to the extent permitted by applicable Law Law, adjourn the Company Stockholder Meeting to a date specified by the Purchaser and the Company (taking into account the time necessary to solicit proxies) if a quorum is provided to absent at the holders Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable LawApprovals.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or a request from the SECSEC or its staff; (iii) to ensure that any supplement or amendment to the Proxy Statement required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent the Company Board (or a committee thereof) has so consented determined in writing; good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not be postponed postpone or adjourned by adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than 10 ten (10) Business Days pursuant to this clause after the date on which the Company Stockholder Meeting was originally scheduled or (v))y) ten (10) Business Days before the Termination Date. If The Company shall, if requested by Parent in order (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), required pursuant to this sentence to adjourn the Company Stockholder Meeting will not be postponed or adjourned by more than 10 two (2) times or for more than ten (10) Business Days for each event giving rise to such a postponement or adjournment. In no event will in the record aggregate from the originally scheduled date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable LawMeeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholder Meeting if (i) there are holders of insufficient shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order or a request from the SEC; (iii) to ensure that any supplement or amendment to the Proxy Statement or Schedule 13e-3 required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this AgreementSection 6.4(a), the Company will be permitted may postpone or adjourn the Company Stockholder Meeting, on no more than two occasions without the consent of the Parent, for a period of up to ten (10) Business Days (and shall postpone or adjourn the Company Stockholder Meeting at the request of Parent, on no more than two occasions, for a period of time requested by Parent not to exceed ten (10) Business Days, other than in the event of the following clause (iv)) if (i) there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; Meeting or to obtain the Requisite Stockholder Approval, (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Order or a request from the SECSEC or its staff; (iii) to ensure the Special Committee has determined in good faith (after consultation with outside legal counsel) that any supplement or amendment to the Proxy Statement it is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; postpone or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that adjourn the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, give the Company shall postpone Stockholders sufficient time to evaluate any information or adjourn disclosure that the meeting for up Company has sent to 10 Business Days. Without Company Stockholders or otherwise made available to the Company Stockholders by filing materials with the SEC or (iv) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required in each case in accordance with the terms of this Agreement. Unless this Agreement is validly terminated prior to the Company Stockholder Meeting in accordance with Section 8.1, the Company will submit this Agreement to the Company Stockholders at the Company Stockholder Meeting for the purpose of obtaining the Requisite Stockholder Approval even if the Company Board, upon the recommendation of the Special Committee, or the Special Committee has effected a Recommendation Change; provided, however, that if the public announcement of a Recommendation Change or the delivery of notice by applicable Lawthe Company to Parent pursuant to Section 5.3(f) occurs less than 10 Business Days prior to the Company Stockholder Meeting, this Section 6.4 shall not prohibit the Company from postponing the Company Stockholder Meeting to a date not more than 10 Business Days after the later of such event.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to shall not postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent; provided, that if (i) there are holders of insufficient shares of at any class or series time following the dissemination of the Company Common Stock present or represented by proxy at Proxy Statement, either the Company or Parent reasonably determines in good faith that the Requisite Stockholder Meeting Approval is unlikely to constitute a quorum be obtained at the Company Stockholder Meeting, including due to an absence of quorum, then on no more than two occasions (for each of the Company and Parent) and prior to the vote contemplated having been taken, the Company shall have the right to adjourn or postpone the Company Stockholder Meeting for the purpose of soliciting additional votes in favor of this Agreement; provided, further, that no such adjournment or postponement shall delay the Company Stockholder Meeting by more than 10 days from the prior-scheduled date or to a date on or after the fifth Business Day preceding the Termination Date; provided, further, that notwithstanding the foregoing, nothing will prevent the Company from postponing or adjourning the date of the Company Stockholder Meeting if (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, Law or an order or a request from the SEC; (iii) to ensure that any supplement SEC or amendment to the Proxy Statement required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writingits staff; or (vii) the Company Board (or the Company Special Committee) has determined in good faith (after consultation with outside legal counsel) that it is necessary to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that postpone or adjourn the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow reasonable additional time for the solicitation of votes in order any supplemental or amended disclosure to obtain the Requisite Stockholder Approval, be disseminated and reviewed by the Company shall postpone or adjourn the meeting for up Stockholders (including in connection with any Company Board Recommendation Change) prior to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days but only for each event giving rise up to such a postponement or adjournment. In no event will time that the record date Company Board determines (after consultation with outside legal counsel) is necessary under applicable Law, including in connection with the discharge of fiduciary duties of the Company Stockholder Meeting be changed without Parent’s prior written consent Board (such consent not to be unreasonably withheld, conditioned or delayedthe Company Special Committee), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing shall prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if Meeting: (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or receives a request from the SECSEC or its staff to do so; or (iiiiv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required under applicable Law to ensure postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that any supplement or amendment the Company has sent to the Proxy Statement required Company Stockholders or otherwise made available to the Company Stockholders. Notwithstanding the foregoing, (A) the Company shall not, without the prior written consent of Purchaser, postpone the Company Stockholder Meeting for more than 20 Business Days in the aggregate and (B) the Company shall, at the request of Purchaser, to the extent permitted by applicable Law Law, adjourn the Company Stockholder Meeting to a date specified jointly by Purchaser and the Company (acting in good faith and taking into account the time necessary to solicit proxies) if a quorum is provided to absent at the holders Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided it being understood that the Company Stockholder Meeting Purchaser shall not be postponed or adjourned by more able to cause the Company to adjourn the Company Stockholders Meeting to a date that is less than 10 Business Days pursuant to this clause (vbefore the Termination Date)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholder Meeting if (i) there are holders of insufficient shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order or a request from the SEC; or (iii) to ensure the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that any supplement or amendment to the Proxy Statement it is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; postpone or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that adjourn the Company Stockholder Meeting shall not be postponed (including, if the Company Board (or adjourned a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by more than 10 Business Days pursuant to this clause (v)). If requested by Parent applicable Law) in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, give the Company shall postpone Stockholders sufficient time to evaluate any information or adjourn disclosure that the meeting for up Company has sent to 10 Business Daysthe Company Stockholders or otherwise made available to the Company Stockholders by issuing a press release, filing materials with the SEC or otherwise. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned (A) by more than 10 Business Days for each event giving rise days at a time; or (B) with respect to such a postponement Section 6.4(b)(i), by more than 30 days after the date on which the Company Stockholder Meeting was (or adjournmentwas required to be) originally scheduled or most recently convened. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, but subject at all times to the requirement of the Company will be permitted to postpone or adjourn duly call and hold the Company Stockholder Meeting if as promptly as practicable for the purpose of obtaining the Company Stockholder Approval, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) for up to ten Business Days, to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or a request from the SECSEC or its staff; or (iiiiv) in order to ensure give the Company Stockholders sufficient time to evaluate any information or disclosure that any supplement or amendment the Company has sent to the Proxy Statement Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change) that, after consultation with Parent and outside legal counsel, the Company has determined is required by applicable Law is Law; provided that the Company shall not be permitted to the holders of shares of Company Common Stock with a reasonable amount of time in advance of adjourn or postpone the Company Stockholder Meeting; Meeting to a date after seven Business Days prior to the Termination Date. The Company shall, if requested by Parent, postpone or adjourn the Company Stockholder Meeting (ivA) Parent has so consented in writing; for the absence of a quorum or (vB) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the . The Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which agrees that no matters will not be unreasonably withheld, conditioned or delayed), brought before the Company Stockholder Meeting will not be postponed or adjourned by more other than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date adoption of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Lawthis Agreement and any related and customary procedural matters.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholder Meeting if (i) there are holders of insufficient shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order or a request from the SEC; (iii) to ensure the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that any supplement such postponement or amendment to the Proxy Statement adjournment is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of (including, if the Company Stockholder Meeting; Board (ivor a committee thereof) Parent has so consented determined in writing; or good faith (vafter consultation with outside legal counsel) to allow additional time for the solicitation of votes that it is required by applicable Law) in order to obtain give the Requisite Stockholder Approval (provided Company Stockholders sufficient time to evaluate any information or disclosure that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant has sent to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone Stockholders or adjourn otherwise made available to the meeting for up to 10 Business DaysCompany Stockholders by issuing a press release, filing materials with the SEC or otherwise. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed)Parent, the Company Stockholder Meeting will not be postponed or adjourned (A) by more than 10 Business Days for each event giving rise calendar days at a time without the prior written consent of Parent; or (B) with respect to such a postponement Section 6.4(b)(i), by more than 30 calendar days after the date on which the Company Stockholder Meeting was (or adjournmentwas required to be) originally scheduled. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)consent, unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if (i) there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting or to obtain the Requisite Stockholder Approval (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) without Parent’s prior written consent); (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Lawlaw, order or a request from the SECSEC or its staff; or (iii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law law is provided to the holders stockholders of shares of the Company Common Stock with within a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented . Unless this Agreement is validly terminated in writing; or (v) accordance with Section 8.1, the Company will submit this Agreement to allow additional time the Company Stockholders at the Company Stockholder Meeting for the solicitation purpose of votes in order to obtain obtaining the Requisite Stockholder Approval (provided that even if the Company Stockholder Meeting shall not be postponed Board (or adjourned by more than 10 Business Days pursuant to this clause (va committee thereof)), upon the recommendation of the Special Committee, has effected a Recommendation Change. If requested by Parent on up to two separate occasions in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business DaysDays each such occasion. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if (provided that the Company shall have consulted the Investor prior to such postponement or adjournment): (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvals; (ii) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or receives a request from the SECSEC or its staff; or (iiiiv) if the Company Board, or any duly authorized committee thereof, has determined in good faith (after consultation with outside legal counsel) that it is necessary under applicable Law to ensure postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that any supplement or amendment the Company has sent to the Proxy Statement required Company Stockholders or otherwise made available to the Company Stockholders. Notwithstanding the foregoing, (A) the Company shall not, without the prior written consent of the Investor, postpone the Company Stockholder Meeting for more than twenty (20) U.S. Business Days in the aggregate, and (B) the Company shall, at the request of the Investor, to the extent permitted by applicable Law Law, adjourn the Company Stockholder Meeting to a date specified by the Investor and the Company (taking into account the time necessary to solicit proxies) if a quorum is provided to absent at the holders Company Stockholder Meeting or if the Company has not received proxies representing a sufficient number of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable LawApprovals.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting if Meeting, and at the request of Parent, the Company shall postpone or adjourn, as applicable, the Company Stockholder Meeting, (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; provided, that, in the case of the foregoing clauses (i) or (ii), (x) such postponement or adjournment shall not occur more than two times or be for more than ten Business Days each and (y) in no event shall the record date of the Company Stockholder Meeting be changed, in each case, without Parent’s written consent (which shall not be unreasonably withheld, conditioned or delayed); (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or a request from the SEC; SEC or its staff or (iiiiv) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable Stockholders for the amount of time required by Law in advance of the Company Stockholder Meeting; provided, that, in the case of the foregoing clause (iv) Parent has so consented in writing; ), such postponement or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that the Company Stockholder Meeting adjournment shall not be postponed or adjourned by for more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 five Business Days. Without the prior written consent of Parent Parent, the adoption of this Agreement shall be the only matter (which will not other than matters of procedure and matters required by Law to be unreasonably withheld, conditioned or delayed), voted on by the Company Stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable LawMeeting.

Adjournment of Company Stockholder Meeting. Except as set forth in the immediately following sentence, the Company shall not adjourn or postpone the Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent (i) the Company will be permitted to postpone from postponing or adjourn adjourning the Company Stockholder Meeting to solicit additional votes if the Company has not received proxies sufficient to obtain the Requisite Stockholder Approval or (iii) the Company from postponing or adjourning the Company Stockholder Meeting (A) if there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiB) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, order Law or a request from the SECSEC or its Staff; or (iiiC) after consultation with Parent, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance stockholders of the Company Stockholder Meetingas required by Law; (iv) Parent has so consented in writing; or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that (x) the Company may not postpone or adjourn the Company Stockholder Meeting shall not be postponed or adjourned by on more than 10 Business Days two (2) occasions or for more than two (2) months in the aggregate pursuant to this clause clauses (v)). If requested by Parent in order to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval, the Company shall postpone or adjourn the meeting for up to 10 Business Days. Without the prior written consent of Parent i) and (which will not be unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of the Company Stockholder Meeting be changed ii) without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.(y) in no event shall the Company Stockholder Meeting be postponed or adjourned to a date that is later than five (5) Business Days prior to the Termination Date; and (z) without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company Stockholder

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company will be permitted may (and if requested by Parent on no more than two (2) occasions, shall for a reasonable period of time not to exceed ten (10) Business Days in the aggregate) postpone or adjourn the Company Stockholder Meeting if (i) there are holders of an insufficient number of shares of any class or series of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) without Parent’s prior written consent); (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Lawlaw, order or a request from the SECSEC or its staff; or (iii) to ensure the Company Board has determined in good faith (after consultation with outside legal counsel) that any supplement or amendment to the Proxy Statement it is required by applicable Law is provided to the holders of shares of Company Common Stock with a reasonable amount of time in advance of the Company Stockholder Meeting; (iv) Parent has so consented in writing; postpone or (v) to allow additional time for the solicitation of votes in order to obtain the Requisite Stockholder Approval (provided that adjourn the Company Stockholder Meeting shall not be postponed or adjourned by more than 10 Business Days pursuant to this clause (v)). If requested by Parent in order to allow additional give the Company Stockholders sufficient time for to evaluate any information or disclosure that the solicitation Company has sent to Company Stockholders or otherwise made available to the Company Stockholders by filing materials with the SEC, in each case in accordance with the terms of votes this Agreement. Unless this Agreement is validly terminated in order to obtain the Requisite Stockholder Approvalaccordance with Section 7.1, the Company shall postpone or adjourn will submit this Agreement and the meeting for up Merger to 10 Business Days. Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), its stockholders at the Company Stockholder Meeting will not be postponed or adjourned by more than 10 Business Days for each event giving rise to such a postponement or adjournment. In no event will the record date of even if the Company Stockholder Meeting be changed without Parent’s prior written consent Board (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Lawa committee thereof) has effected a Company Board Recommendation Change.