Common use of Call of Company Stockholder Meeting Clause in Contracts

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set), duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii), the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder Approval; and (B) use reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

Call of Company Stockholder Meeting. The Subject to the provisions of this Agreement, the Company will will, in consultation with Parent, take all action necessary in accordance with all applicable LawLaw (including the DGCL), the Charter Company’s Organizational Documents and the Bylaws rules and regulations of the Nasdaq to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of its stockholders for the Company Stockholders purpose of obtaining the Requisite Stockholder Approval (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of Registration Statement having been declared effective under the Proxy Statement Securities Act. The Company Stockholder Meeting and the record date therefor shall be set at the sole discretion by the Company Board (or committee thereof) in consultation with Parent, with any views expressed by Parent related to such dates being considered in good faith by the Company Board (or committee thereof). Notwithstanding anything to the Company Stockholders (provided that contrary in this Agreement, the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the 15th 20th Business Day following the mailing of the Proxy Statement Statement/Prospectus to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; . Subject to Section 5.4 and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of the Company Stockholder Meeting. Unless this Agreement shall have unless there has been terminated in accordance with its terms or the Company Special Committee has made a Company Board Recommendation Change in accordance with the terms of Section 5.4(d)(ii)Change, the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder Approval; and (B) use reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. Without limiting the generality of the foregoing, the Company agrees that in the event that the Company Board makes a Company Board Recommendation Change, the Company will nevertheless submit this Agreement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholder Meeting. The Company shall use reasonable best efforts to keep Parent updated with respect to proxy solicitation efforts and tallies as reasonably requested by Parent or Merger Sub. Without the prior written consent of Parent, the matters contemplated by the Requisite Stockholder Approval shall be the only matters (other than matters of procedure and matters required by or advisable under applicable law to be voted on by the Company Stockholders in connection therewith) that the Company shall propose to be voted on by the Company Stockholders at the Company Stockholder Meeting.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding Merger. Without the adjournment prior written consent of Parent (not to be unreasonably, withheld, conditioned or delayed), the Company Stockholder Meeting shall not be held later than 30 calendar days after the mailing of the Proxy Statement to the Company Stockholders. Except as set forth in this Section 6.4, the Company may not adjourn or postpone the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii), the The Company will (A) submit this Agreement, the Merger and the Charter Amendment Agreement for approval adoption by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder ApprovalMeeting; and (B) unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change, use reasonable best appropriate efforts to solicit (or cause to be solicited) from the Company Stockholders proxies in favor of the matters to obtain be considered at the Requisite Company Stockholder ApprovalMeeting. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than (x) matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger) that the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding Merger. Without the adjournment prior written consent of Parent (not to be unreasonably, withheld, conditioned or delayed), the Company Stockholder Meeting shall not be held later than 40 calendar days after the mailing of the Proxy Statement to the Company Stockholders. Except as set forth in this Section 6.4, the Company may not adjourn or postpone the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii), the The Company will (A) submit this Agreement, the Merger and the Charter Amendment Agreement for approval adoption by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder ApprovalMeeting; and (B) unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change, use reasonable best appropriate efforts to solicit (or cause to be solicited) from the Company Stockholders proxies in favor of the matters to obtain be considered at the Requisite Company Stockholder ApprovalMeeting. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than (x) matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger) that the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting.

Call of Company Stockholder Meeting. The Subject to the provisions of this Agreement, the Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish conduct a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searchessearch” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable such the record date for the Company Stockholder Meeting to be set so setthat the Company Stockholder Meeting can be held promptly following the effectiveness of the Proxy Statement and will take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of NASDAQ to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed)), duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) Meeting as promptly as reasonably practicable practicable, but in no event later than forty (40) days, following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking of obtaining the Requisite Stockholder Approval; . Subject to Section 5.3 and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of the Company Stockholder Meeting. Unless this Agreement shall have unless there has been terminated in accordance with its terms or the Company Special Committee has made a Company Board Recommendation Change in accordance compliance with the terms of Section 5.4(d)(ii)5.3, the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder Approval; and (B) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. Without the prior written consent of Parent, obtaining the Requisite Stockholder Approval, or an advisory vote with respect to “golden parachute” compensation and adjournment shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting. The Company shall keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the mailing of the Proxy Statement to the Company Stockholders.

Call of Company Stockholder Meeting. The Subject to the provisions of this Agreement, the Company will take all action necessary in accordance with applicable LawLaw (including the DGCL), the Charter Charter, the Bylaws and the Bylaws rules of NASDAQ to (i) in consultation with Parent, establish a record date for the Company Stockholder Meeting (including conductingand the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, as promptly as practicable conditioned or delayed)) and in consultation with Parent, one or more “commence a broker searches” in accordance with Rule search pursuant to Section 14a-13 of the Exchange Act to enable such record in connection therewith as promptly as reasonably practicable following the date to be so set), of this Agreement and (ii) duly call, give notice of, convene and hold a meeting of the Company Stockholders its stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) ), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that Stockholders, for the purpose of obtaining the Requisite Stockholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the 15th twentieth (20th) Business Day following the mailing of the Proxy Statement to the Company Stockholders. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to obtain (including to solicit proxies to obtain) the Requisite Stockholder Approval as promptly as reasonably practicable, including making the Company Board Recommendation and including the Company Board Recommendation in the Proxy Statement. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure (including, for the purpose ofavoidance of doubt, among other things, a proposal to approve the adjournment or postponement of the Company Stockholder Meeting for any reason provided in clauses (i) seeking through (iv) of Section 6.4(b)) and matters required by applicable Law to be voted on by the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers Company Stockholders in connection with the consummation adoption of this Agreement) that the Company shall propose to be acted on by the stockholders of the Merger and a customary proposal regarding the adjournment of Company at the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii), the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder Approval; and (B) use reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more conducting “broker searches” in accordance with Rule 14a-13 of the Exchange Act a manner to enable such record date to be so setset in a manner that does not delay the mailing of the Proxy Statement), duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking obtaining the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking obtaining advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger Merger; and (iii) a customary proposal regarding the adjournment of to adjourn the Company Stockholder Meeting. Unless The Company shall use its reasonable best efforts to comply with all legal requirements applicable to such meeting and shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the definitive Proxy Statement. Without limiting the generality of the foregoing, unless this Agreement shall have has been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii)terms, the Company will (A) shall establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting and submit this Agreement, the Merger and the Charter Amendment adoption of this Agreement for the approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary whether or not a Company Board Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to obtain the Requisite Stockholder Approval; and (B) use reasonable best efforts to solicit proxies to obtain Company, the Requisite Stockholder ApprovalCompany Board or the Company’s Representatives or the Company Stockholders.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, of (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger Merger; and (iii) a customary proposal regarding the adjournment of to adjourn the Company Stockholder Meeting. Unless The Company shall comply with all legal requirements applicable to such meeting and shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the definitive Proxy Statement. Without limiting the generality of the foregoing, unless this Agreement shall have has been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii)terms, the Company will (A) shall establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting and submit this Agreement, the Merger and the Charter Amendment adoption of this Agreement for the approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary whether or not a Company Board Recommendation Change shall have occurred or an Acquisition Proposal shall have been publicly announced or otherwise made known to obtain the Requisite Stockholder Approval; and (B) use reasonable best efforts to solicit proxies to obtain Company, the Requisite Stockholder ApprovalCompany Board or the Company’s Representatives or the Company Stockholders.

Call of Company Stockholder Meeting. The Subject to the provisions of this Agreement, the Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish cause a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searchessearch” to be conducted in accordance with Rule 14a-13 of the Exchange Act within five (5) Business Days after the date of this Agreement and will promptly take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of the NYSE to enable such establish a record date to for (and the Company will not change the record date without the prior written consent of Parent (which consent will not be so setunreasonably withheld, conditioned or delayed)), duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) Meeting as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking of obtaining the Requisite Stockholder Approval; . Subject to Section 5.3 and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of the Company Stockholder Meeting. Unless this Agreement shall have unless there has been terminated in accordance with its terms or the Company Special Committee has made a Company Board Recommendation Change in accordance compliance with the terms of Section 5.4(d)(ii)5.3, the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder Approval; and (B) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. Without the prior written consent of Parent, obtaining the Requisite Stockholder Approval and adjournment shall be the only matters (other than procedural matters) which the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting. For the avoidance of doubt, nothing in this Section 6.3(a) shall be deemed to terminate, waive or otherwise limit the rights of CORE or its Affiliated Companies (in each case, as defined in the Charter) to call a special meeting of the stockholders of the Company pursuant to and in accordance with the Charter and the Bylaws.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger Merger. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and a customary proposal regarding hold the adjournment Company Stockholder Meeting at any time prior to the 25th Business Day following the later of the No-Shop Period Start Date or the mailing of the Proxy Statement to the Company Stockholders. Without the prior written consent of Parent, (1) the Company Stockholder Meeting shall not be held later than 45 calendar days after the Clearance Date; and (2) except as set forth in this Section 6.4, the Company may not adjourn or postpone the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or Once established, the Company Special Committee shall not change the record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as required by applicable Law. Unless the Company Board (or a committee thereof) has made a Company Board Recommendation Change in accordance with the terms of Section 5.4(d)(ii)Change, the Company will (A) submit this Agreement, the Merger and the Charter Amendment Agreement for approval adoption by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder ApprovalMeeting; and (B) use reasonable best appropriate efforts to solicit (or cause to be solicited) from the Company Stockholders proxies in favor of the matters to obtain be considered at the Requisite Company Stockholder ApprovalMeeting. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be 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 Stockholders Meeting.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Company Charter and the Company Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the stockholders of the Company Stockholders (including any adjournment, adjournment or postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that stockholders of the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger Merger; and (iii) seeking approval of one or more adjournments of the Company Stockholder Meeting whether or not a customary proposal regarding quorum is present. Without the adjournment prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), but subject to the Company’s ability to adjourn or postpone the Company Stockholder Meeting in accordance with this Agreement, the Company Stockholder Meeting shall not be held later than 40 calendar days after the mailing of the Proxy Statement to the stockholders of the Company. Except as set forth in this Section 7.12, the Company may not adjourn or postpone the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or the Company Special Committee has made a Company Recommendation Change in accordance with the terms of Section 5.4(d)(ii), the The Company will (A) submit this Agreement, Agreement for adoption by the Merger and the Charter Amendment for approval by votes stockholders of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder ApprovalMeeting; and (B) unless the Company Board (or a committee thereof) has made an Adverse Recommendation Change, use reasonable best appropriate efforts to solicit (or cause to be solicited) from the stockholders of the Company proxies in favor of the matters to obtain be considered at the Requisite Company Stockholder ApprovalMeeting. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than (x) matters of procedure, including seeking approval of one or more adjournments of the Company Stockholder Meeting whether or not a quorum is present, and matters required by applicable Law to be voted on by the stockholders of the Company in connection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholder Meeting.

Call of Company Stockholder Meeting. The Subject to the provisions of this Agreement, the Company will take all action necessary in accordance with applicable Lawthe DGCL, the Charter Charter, the Bylaws and the Bylaws rules of Nasdaq to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such Company will not change the record date without the prior written consent of Parent (such consent not to be so setunreasonably withheld, conditioned or delayed)), duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that for the purpose of obtaining the Requisite Stockholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the 15th 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; . Subject to Section 5.3 and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of the Company Stockholder Meeting. Unless this Agreement shall have unless there has been terminated in accordance with its terms or the Company Special Committee has made a Company Board Recommendation Change in accordance with the terms of Section 5.4(d)(ii)Change, the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of the Company Stockholders at the Company Stockholder Meeting necessary use its reasonable best efforts to obtain the Requisite Stockholder Approval; . The Company shall keep Parent informed on a reasonably current basis regarding its solicitation efforts and (B) proxy tallies following the dissemination of the Proxy Statement. The Company shall, upon the request of Parent, use its commercially reasonable best efforts to solicit cause the applicable proxy solicitor of the Company to advise Parent on a reasonable basis during the last ten Business Days prior to the Company Stockholder Meeting as to the aggregate tally of proxies received by the Company with respect to obtain the Requisite Stockholder Approval.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with Unless this Agreement has been terminated pursuant to Article VIII, and subject to fiduciary obligations under applicable Law, the Charter Company shall, no later than the later of (i) as applicable, (A) the third (3rd) Business Day following receipt of confirmation from the SEC that it has completed its review of, the Proxy Statement or, (B) if the SEC has either (1) not affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement or (2) affirmatively notified the Company prior to the end of the tenth (10th) calendar day after filing the preliminary Proxy Statement that the SEC will not be reviewing the Proxy Statement, the tenth (10th) calendar day after filing the preliminary Proxy Statement, and (ii) the No-Shop Period Start Date, take all actions necessary or reasonably required in accordance with the DGCL, the Charter, the Bylaws and the Bylaws rules and regulations of the SEC and NASDAQ to establish (and provide written notice to Parent of) a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, call and give notice of, convene and hold of a meeting of the Company Stockholders its stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement and shall use its reasonable best efforts to the Company Stockholders (provided that the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to for the 15th Business Day following purpose of obtaining the Requisite Stockholder Approval within thirty (30) calendar days of the mailing of the Proxy Statement to the Company Stockholders) for ; provided, however, that the purpose ofCompany shall not be required to establish a record date for, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation duly call or give notice of the Merger Company Stockholder Meeting if and for so long as the Company is participating in discussions or negotiations with an Excluded Party (but only for so long as such Person is an Excluded Party) with respect to an Acquisition Proposal not in violation of Section 5.3; provided, further, that such period to postpone the time to establish a customary proposal regarding record date for, duly call and give notice of the adjournment Company Stockholder Meeting shall terminate (and in such case the Company shall be required to establish a record date for, duly call and give notice of the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms or ) on the Company Special Committee has made a Company Recommendation Change in accordance with the terms earlier of Section 5.4(d)(ii), the Company will (A) submit this Agreement, the Merger and the Charter Amendment for approval by votes of date that the Company Stockholders at the Company Stockholder Meeting necessary is no longer participating in negotiations with an Excluded Party with respect to obtain the Requisite Stockholder Approval; such an Acquisition Proposal and (B) the Cut-Off Date. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company shall use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.

Call of Company Stockholder Meeting. The Company will take all action necessary in accordance with applicable Law, the Charter and the Bylaws to establish a record date for (including conducting, as promptly as practicable and in consultation with Parent, one or more “broker searches” in accordance with Rule 14a-13 of the Exchange Act to enable such record date to be so set)for, duly call, give notice of, convene and hold a meeting of the Company Stockholders (including any adjournment, postponement or other delay thereof, the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders (provided that the Company will not be required to hold the Company Stockholder Meeting at any time prior to the 15th Business Day following the mailing of the Proxy Statement to the Company Stockholders) for the purpose of, among other things, (i) seeking the Requisite Stockholder Approval; and (ii) to the extent applicable, in accordance with Regulation 14A under the Exchange Act, seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger and a customary proposal regarding the adjournment of Merger. Unless the Company Stockholder Meeting. Unless this Agreement shall have been terminated in accordance with its terms Board (or the Company Special Committee a committee thereof) has made a Company Board Recommendation Change in accordance with the terms of Section 5.4(d)(ii)Change, the Company will (A) submit this Agreement, the Merger and the Charter Amendment Agreement for approval adoption by votes of the Company Stockholders at the Company Stockholder Meeting necessary to obtain the Requisite Stockholder ApprovalMeeting; and (B) use reasonable best appropriate efforts to solicit (or cause to be solicited) from the Company Stockholders proxies in favor of the matters to obtain be considered at the Requisite Company Stockholder ApprovalMeeting. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than (x) matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement and (y) in accordance with Regulation 14A under the Exchange Act seeking advisory approval of a proposal in connection with a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger) that the Company shall propose to be acted on by the Company Stockholders at the Company Stockholder Meeting.