Common use of Approval of Merger Clause in Contracts

Approval of Merger. (a) The Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) no later than the second (2nd) Business Day after the No-Shop Period Start Date. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to 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 circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposed.

Approval of Merger. (a) The Company undersigned hereby authorizes, ------------------ approves, ratifies and adopts the Merger Transaction and the Merger Agreement in substantially the form attached to this Agreement as Exhibit A, together with each document attached thereto, in substantially the forms which have been reviewed by the stockholders of the Company, under which Acquisition Corp. shall prepare merge with and shall cause to be filed into the Company, with the SEC Company as the surviving corporation. The execution of this Agreement by the undersigned shall constitute, by written consent in preliminary form lieu of a proxy statement relating Special Meeting of Stockholders pursuant to Section 228 of the Stockholders’ Meeting (DGCL, the undersigned's irrevocable consent, approval and authorization, for all purposes and in all respects including, without limitation, the specific series voting rights contained in Section IV, E., 2 of the Company's Restated Certificate of Incorporation, of the Merger Agreement and the transactions contemplated thereby, and the undersigned hereby irrevocably approves, authorizes, empowers and directs the officers of the Company to execute and deliver the Merger Agreement, together with any amendments thereof or supplements thereto, the “Proxy Statement”) no later than the second (2nd) Business Day after the No-Shop Period Start Date. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements documents attached thereto, and at to perform the time of the Stockholders’ Meeting, to 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 circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated obligations thereunder and to satisfy take all rules such steps and to do and authorize to be done all such acts and things as may be necessary, advisable, convenient or proper for the purpose of NASDAQcarrying out the foregoing resolutions and the intent thereof, and for the purposes of fully effectuating and carrying out the Merger Transaction. By executing this Agreement, the undersigned waives any and all rights of appraisal, and any notice of such rights, in connection with the Merger Transaction, including, without limitation, rights under Section 262 of the DGCL. The Company shall promptly notify Parent and Merger Sub upon the receipt of undersigned agrees not to take any comments from the SEC action that would modify, amend or the staff revoke its approval of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company or its Representatives, on the one handTransaction, and the SEC undersigned further agrees that it shall not take any action that would negate, frustrate or make impossible the staff performance of the SECCompany under the Merger Agreement. By executing this Agreement, on the other handundersigned waives notice of the time, place and purpose of the Special Meeting of the Stockholders and agrees to the transaction of the business of the Special Meeting by written consent of the Stockholders in lieu of such Special Meeting. The Company shall use commercially reasonable efforts undersigned agrees reasonably to respond as promptly as practicable to any comments of the SEC or the staff of the SEC cooperate with respect to the Proxy Statement, and the Company shall in connection with the Merger Transaction and to provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, further assurances as the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposedmay reasonably request.

Approval of Merger. (a) The Company shall prepare and shall cause to be filed with As promptly as reasonably practicable following the SEC in preliminary form a proxy statement relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) no later than the second (2nd) Business Day after the No-Shop Period Start Date. The Company will cause the Proxy Statement, at the time of the mailing clearance of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, to 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 circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The Company will cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall provide Parent and Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond as promptly as practicable to any comments shall, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the SEC or Company’s stockholders (including any adjournments and postponements thereof, the staff “Stockholder Meeting”) for the purpose of considering and taking action upon the SEC matters requiring Stockholder Approval (with respect the record date and meeting date set in consultation with Parent). Notwithstanding anything to the Proxy Statementcontrary in this Agreement, and nothing will prevent the Company shall provide Parent and Merger Sub and their respective counsel from postponing or adjourning the Stockholder Meeting if (i) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Stockholder Meeting to constitute a reasonable opportunity quorum at the Stockholder Meeting or (ii) the Company is required to participate in postpone or adjourn the formulation of any written response to any such written comments of Stockholder Meeting by Applicable Law, Order or a request from the SEC or its staff. Prior Unless the Company Board (acting upon the recommendation of the Special Committee) has withdrawn the Company Recommendation in compliance with Section 6.03, the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the filing Company’s stockholders and to solicit from stockholders of the Company proxies in favor of the adoption and approval of this Agreement at the Stockholder Meeting and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. In furtherance and not in limitation of this Section 6.04(a), the Company agrees that the definitive Proxy Statement or the dissemination thereof may be mailed to the Company’s stockholders, or responding setting forth the record date and meeting date for the Stockholder Meeting, prior to any comments the Non-Solicitation Start Date, unless the timing of such mailing would, on the SEC advice of outside legal counsel or the staff of the SEC with respect theretoSEC, reasonably be expected to violate Applicable Law, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document Board’s fiduciary duties, or response and shall consider in good faith any comments so proposedSEC guidance.

Approval of Merger. As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company shall, in accordance with Applicable Law and the Company’s governing documents, duly set a record date for, call, give notice of, convene and hold a special meeting of the Company’s stockholders (aincluding any adjournments and postponements thereof, the “Stockholder Meeting”) The for the purpose of considering and taking action upon the matters requiring Stockholder Approval (with the record date and meeting date set in consultation with Parent). Once established, the Company shall not change the record date for the Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned). Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Stockholder Meeting if (i) there are holders of an insufficient number of shares of Company Common Stock present or represented by proxy at the Stockholder Meeting to constitute a quorum at the Stockholder Meeting or (ii) the Company is required to postpone or adjourn the Stockholder Meeting by Applicable Law, Order or a request from the SEC or its staff. Unless the Company Board (acting upon the recommendation of the Special Committee) has withdrawn the Company Recommendation in compliance with Section 6.03, the Company shall use its reasonable best efforts to cause the definitive Proxy Statement to be mailed to the Company’s stockholders and to solicit from stockholders of the Company proxies in favor of the adoption and approval of this Agreement at the Stockholder Meeting and shall take all other action necessary or advisable to secure the vote or consent of the holders of Shares required by Applicable Law to effect the Merger. In furtherance and not in limitation of this Section 6.04(a), the Company agrees that the definitive Proxy Statement may be mailed to the Company’s stockholders, setting forth the record date and meeting date for the Stockholder Meeting, prior to the Non- Solicitation Start Date, unless the timing of such mailing would, on the advice of outside legal counsel or the SEC, reasonably be expected to violate Applicable Law, the Company Board’s fiduciary duties, or SEC guidance. As promptly as reasonably practicable after the execution of this Agreement (and in any event within fifteen (15) Business Days of the date of this Agreement), the Company shall prepare and shall cause to be filed with the SEC a proxy/information statement in preliminary form a proxy statement relating to for the Stockholders’ Stockholder Meeting (together with any amendments thereof or supplements theretothereto and any other required proxy materials, the “Proxy Statement”) no later than seeking stockholder approval of the second (2nd) Business Day after matters requiring Stockholder Approval and file it with the No-Shop Period Start DateSEC. Subject to Section 6.03 and Article 8, the Company Board shall cause the Board 58 Recommendation to be included in the Proxy Statement. The Company will cause shall use commercially reasonable efforts to respond as promptly as reasonably practicable to any comments received from the SEC or its staff concerning the Proxy Statement, at and to resolve any such comments, and shall, subject to Section 6.04(a), cause the time Proxy Statement to be mailed to its stockholders as promptly as reasonably practicable after the resolution of any such comments. The Company shall notify Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply Parent with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. Without limiting the generality of the mailing foregoing, each of Parent and Merger Sub shall reasonably cooperate with the Company in connection with the preparation and filing of the Proxy Statement, including as promptly as practicable furnishing to the Company in writing upon request any and all information relating to it as may be required to be set forth in the Proxy Statement or any amendments or supplements theretounder Applicable Law. Parent shall ensure that such information supplied by it in writing for inclusion in the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholders’ Stockholder Meeting or filed with the SEC (as applicable), 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 the light of the circumstances under which they are made, not false or misleading. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement or any other required filings (any amendment or supplement thereto), or responding to any comments of the SEC with respect thereto, the Company shall provide Parent and its counsel with a reasonable opportunity to review and comment on such document or response and shall consider Parent’s comments in good faith. The Company shall ensure that the Proxy Statement will not, on the date it is first mailed to stockholders of the Company and at the time of the Stockholder Meeting, to 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 circumstances under which they were are made, not misleading; providedfalse or misleading and (ii) will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, however, that no representation or warranty is made by the Company assumes no responsibility with respect to information supplied in writing by or on behalf of Parent or Merger Sub in writing expressly for inclusion or incorporation by reference in the Proxy Statement. The If, at any time prior to the Effective Time, any information relating to the Company, Parent or Merger Sub, or any of their respective Subsidiaries, officers or directors, should be discovered by Parent or the Company will cause that should be set forth in an amendment to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to comply state any material fact necessary to make the statements therein, in all material respects with the provisions light of the Exchange Act and circumstances in which they were made, not misleading, then the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company party hereto that discovers such information shall promptly notify Parent and Merger Sub upon the receipt of any comments from the SEC or the staff of the SEC or any request from the SEC or the staff of the SEC for amendments or supplements other party hereto and, to the Proxy Statementextent required by Applicable Law, and shall provide Parent and Merger Sub with copies of all correspondence between the Company or its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use commercially reasonable efforts to respond file as promptly as practicable to any comments of with the SEC or the staff of the SEC with respect and disseminate to the Proxy Statement, and the holders of Company shall provide Parent and Merger Sub and their respective counsel a reasonable opportunity to participate in the formulation of any written response to any Common Stock an appropriate amendment or supplement containing such written comments of the SEC or its staff. Prior to the filing of the Proxy Statement or the dissemination thereof to the Company’s stockholders, or responding to any comments of the SEC or the staff of the SEC with respect thereto, the Company shall provide Parent and Merger Sub and their Representatives a reasonable opportunity to review and to propose comments on such document or response and shall consider in good faith any comments so proposedinformation.