Common use of Call of Company Stockholder Meeting Clause in Contracts

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance of the Proxy Statement by the SEC, the Company shall take all action necessary in accordance with the DGCL, the Exchange Act, 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 (such consent not to be unreasonably withheld, conditioned or delayed)) and duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company be required to hold the Company Stockholder Meeting prior to the twentieth Business Day following the mailing of the Proxy Statement. 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. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, 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 (such consent not to be unreasonably withheld, conditioned or delayed)) and and, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable Within five Business Days after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth 20th Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 5.3(e) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, 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 (such consent not to be unreasonably withheld, conditioned or delayed)) and and, duly call, give notice of, convene and hold hold, a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement and the Schedule 13E-3 to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable Within five Business Days after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth 20th Business Day following the mailing of the Proxy StatementStatement and the Schedule 13E-3 to the Company Stockholders. Subject to Section 5.3 5.3(d) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq the NYSE to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and and, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon promptly as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth Business Day date that is 30 days following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 5.3(d) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq the NYSE to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and and, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder ApprovalApprovals. As soon promptly as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth Business Day date that is 30 days following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 ‎5.3(d) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​Approvals.

Call of Company Stockholder Meeting. Subject to Section 5.3the provisions of this Agreement, the Company will conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Company Stockholder Meeting can be held promptly following the clearance effectiveness of the Proxy Statement by the SEC, the Company shall and will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq the NYSE to establish a record date for (and the Company will consult with Parent with respect to such record date and will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and ), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, Meeting as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth (20th) Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders; provided that the Company Stockholder Meeting shall not be held later than forty-five (45) days after the SEC Clearance Date. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act in a manner to enable the record date for the Company Stockholder Meeting to be set so that the Company Stockholder Meeting can be held promptly following the SEC Clearance Date and will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq the NYSE to establish a record date for (and the Company will consult with Parent with respect to such record date and will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and ), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, Meeting as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth (20th) Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders; provided that the Company Stockholder Meeting shall not be held later than forty-five (45) days after the SEC Clearance Date. Subject to Section 5.3 4.3 and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq the NYSE to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable and with respect to the meeting following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon promptly as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeksweek), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth Business Day date that is 30 days following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 5.3(d) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure, including adjournment or postponement thereof, and matters required by 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 Stockholder Meeting. The Company shall cooperate and keep Parent reasonably informed as reasonably requested regarding its solicitation efforts and voting results following mailing of the definitive Proxy Statement. (b)

Call of Company Stockholder Meeting. Parent and the Company will reasonably cooperate in order for the Company to make the inquiry (i.e., the “broker search”) required by Rule 14a-13(a)(1) under the Exchange Act with respect to the Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will, in coordination with Parent, take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq NASDAQ to (i) establish a record date for (and the Company will shall not change the such record date without the prior written consent of Parent (Parent, such consent not to be unreasonably withheld, conditioned or delayed), (ii) duly call and duly call, give notice of, convene and hold of a meeting of its stockholders (the “Company Stockholder Meeting”)) as promptly as reasonably practicable following the date of this Agreement, in each case, and (iii) convene and hold the Company Stockholders Meeting as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following the reasonable request of Parent made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth 20th Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 ‎5.3 and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, 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 I (such consent not to be unreasonably withheld, conditioned or delayed)) and and, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval. As soon as reasonably practicable Within five Business Days after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent I made not more than one time every two weeks), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the record date of the Company Stockholder Meeting will be 20 Business Days after the date the broker search is conducted. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth 20th Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 5.3(d) and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.

Call of Company Stockholder Meeting. Subject to Section 5.3, following the clearance provisions of the Proxy Statement by the SECthis Agreement, the Company shall will take all action necessary in accordance with the DGCL, the Exchange Act, the Charter, the Bylaws and the rules of Nasdaq NASDAQ to establish a record date for (and the Company will not change the record date without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)) and ), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”), in each case, ) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders for the purpose of obtaining the Requisite Stockholder Approval; provided that such Company Stockholder Meeting shall not be required prior to the No-Shop Period Start Date. As soon as reasonably practicable Within one (1) Business Day after the date of this Agreement (and in any event within 5 Business Days) (and thereafter, promptly following upon the reasonable request of Parent made not more than one time every two weeksParent), the Company shall conduct a “broker search” in accordance with Rule 14a-13 of the Exchange Act assuming that, for such purposes only, the a record date of for the Company Stockholder Meeting will be 20 that is twenty (20) Business Days after the date the of such “broker search is conducted. search.” Notwithstanding anything to the contrary in this Agreement, in no event shall the Company will not be required to convene and hold the Company Stockholder Meeting at any time prior to the twentieth (20th) Business Day following the mailing of the Proxy StatementStatement to the Company Stockholders. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company shall will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval. ​ ​.