Common use of Buyer Stockholder Meeting Clause in Contracts

Buyer Stockholder Meeting. (a) In accordance with applicable Law and its organizational documents, Buyer shall, as soon as practicable after the Proxy Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold a meeting of the stockholders of Buyer (together with any adjournment or postponement thereof, the “Buyer Stockholder Meeting”) for the purpose of seeking the Requisite Buyer Stockholder Approval, and shall submit such proposal to such holders entitled to vote at the Buyer Stockholder Meeting). The record date for the Buyer Stockholder Meeting shall be determined with prior consultation with Sellers. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not adjourn or postpone the Buyer Stockholder Meeting without Sellers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that without Sellers’ prior written consent, Buyer may adjourn or postpone the Buyer Stockholder Meeting (i) after consultation with Sellers, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement is provided to the stockholders of Buyer within a reasonable amount of time in advance of the Buyer Stockholder Meeting or (ii) to a date that is in the aggregate not more than thirty (30) days following the originally scheduled date (or the date rescheduled pursuant to clause (i) hereof) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum at the Buyer Stockholder Meeting or to obtain the Requisite Buyer Stockholder Approval, in order to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Requisite Buyer Stockholder Approval.

Buyer Stockholder Meeting. (a) In Subject to the earlier termination of this Agreement in accordance with Article IX hereof, in accordance with applicable Law and its organizational documents, Buyer shall, as soon as practicable after the Proxy Statement is declared effective under the Securities Act, establish a record date for, duly call, give notice of, convene and hold a special meeting of the stockholders of Buyer (together with any adjournment or postponement thereof, the “Buyer Stockholder Meeting”) for the purpose of seeking the Requisite Buyer Stockholder Approval, and shall submit such proposal to such holders entitled to vote at the Buyer Stockholder MeetingMeeting and shall not submit any other proposal that is not related to the transactions contemplated by this Agreement to such holders in connection with the Buyer Stockholder Meeting without the prior written consent of Sellers (not to be unreasonably withheld, conditioned or delayed). The record date for the Buyer Stockholder Meeting shall be determined with prior consultation with Sellers. Notwithstanding anything to the contrary contained in this Agreement, Buyer shall not adjourn or postpone the Buyer Stockholder Meeting without Sellers’ prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that without Sellers’ prior written consent, Buyer may adjourn or postpone the Buyer Stockholder Meeting (i) after consultation with Sellers, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement is provided to the stockholders of Buyer within a reasonable amount of time in advance of the Buyer Stockholder Meeting or (ii) to a date that is in the aggregate not more than thirty (30) days following the originally scheduled date (or the date rescheduled pursuant to clause (i) hereof) if there are not sufficient affirmative votes in person or by proxy at such meeting to constitute a quorum at the Buyer Stockholder Meeting or to obtain the Requisite Buyer Stockholder Approval, in order to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or the Requisite Buyer Stockholder Approval.

Buyer Stockholder Meeting. (a) In accordance with applicable Law and its organizational documents, Buyer shall, as soon as practicable after the Proxy Statement is declared effective under the Securities Act, establish a record date for, duly shall take all action necessary to call, give notice of, convene and hold a meeting of the stockholders of Buyer Stockholders in accordance with applicable Law and its Organizational Documents (together with any adjournment or postponement thereof, the “Buyer Stockholder Meeting”) as promptly as practicable following the date upon which the Buyer Proxy Statement has been cleared and the Registration Statement becomes effective for the purpose of seeking obtaining the Requisite adoption and approval of this Agreement by the holders of Buyer Shares as required by the DGCL (the “Buyer Stockholder Approval”); provided, and shall submit such proposal to such holders entitled to vote at however, that Buyer may also conduct the 2014 annual meeting of the Buyer Stockholder Meeting). The record date for Stockholders as part of the Buyer Stockholder Meeting shall be determined with prior consultation with Sellersand include in the agenda for the meeting the election of directors and such other proposals as it would include on its agenda for the annual meeting in the ordinary course. Notwithstanding anything to Except as required by Law, the contrary contained in this Agreement, Buyer shall not adjourn or postpone the Buyer Stockholder Meeting after filing of the Registration Statement without Sellers’ prior written the consent of Holdings (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that the Buyer may, without Sellers’ prior written consentthe consent of Holdings, Buyer may adjourn or postpone the Buyer Stockholder Meeting (i) after consultation with Sellers, to the extent reasonably necessary to ensure that any required supplement or amendment to the Buyer Proxy Statement or Registration Statement is provided to the Buyer Stockholders or to permit dissemination of information which is material to stockholders voting at the Buyer Stockholder Meeting, but only for so long as the Buyer Board determines in good faith, after having consulted with outside counsel, that such action is reasonably necessary or advisable to give the Buyer Stockholders sufficient time to evaluate any such disclosure or information so provided or disseminated, or (ii) if, as of the time the Buyer within Stockholder Meeting is scheduled (as set forth in the Buyer Proxy Statement), there are insufficient Buyer Shares represented (either in person or by proxy) (A) to constitute a reasonable amount of time in advance quorum necessary to conduct the business of the Buyer Stockholder Meeting or (ii) to Meeting, but only until a date that is in the aggregate not more than thirty (30) days following the originally scheduled date (or the date rescheduled pursuant to clause (i) hereof) if meeting can be held at which there are not a sufficient affirmative votes in person or by proxy at such meeting number of Buyer Shares represented to constitute a quorum or (B) voting for the Buyer Stockholder Approval, but only until a meeting can be held at which there are a sufficient number of votes of holders of Buyer Shares to obtain the Buyer Stockholder Approval. Subject to Section 5.7, the Buyer shall (i) use reasonable best efforts to obtain from the Buyer Stockholders the Buyer Stockholder Approval and (ii) through the Buyer Board make the Buyer Recommendation to the Buyer Stockholders (and include the Buyer Recommendation in the Buyer Proxy Statement). Buyer shall submit this Agreement to the Buyer Stockholders at the Buyer Stockholder Meeting or to obtain for the Requisite Buyer Stockholder Approval, in order to allow reasonable additional time for solicitation of proxies for purposes purpose of obtaining a quorum or the Requisite Buyer Stockholder Approval.