Common use of Call of Company Stockholder Meeting Clause in Contracts

Call of Company Stockholder Meeting. Subject to the provisions of this Agreement, the Company will take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of 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)), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders filing of the supplement to the Proxy Statement and the Other Required Company Filings required to be filed by the Company in connection with the Amendment 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 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders; provided that the Company Stockholder Meeting shall not be held later than 45 days after the SEC Clearance Date. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.”

Call of Company Stockholder Meeting. Subject to the provisions of this Agreement, the The Company will take all action necessary in accordance with the DGCLNRS, the Charter, the Bylaws and the rules of NYSE OTCQB 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))for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders filing of the supplement to the Proxy Statement and the Other Required Company Filings required to be filed by the Company in connection with the Amendment Stockholders, for the sole purpose of obtaining the Requisite Stockholder ApprovalApproval and obtaining advisory approval of the compensation that the Company’s named executive officers may receive in connection with the Merger (and, if applicable, for the Company Stockholders to act on such other matters of procedure required in connection with the adoption of this Agreement and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company will not be required convene, subject to convene Section 6.3(b), and hold the Company Stockholder Meeting at any time prior to on or around the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders; provided that Stockholders or on such other date elected by the Company Stockholder Meeting shall with Xxxxxx’s consent (not to be held later than 45 days after the SEC Clearance Dateunreasonably withheld, conditioned or delayed). Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will include (i) the Company Board Recommendation in the Proxy Statement; and (ii) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.”

Call of Company Stockholder Meeting. Subject to the provisions of this Agreement, the The Company will take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of NYSE 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))for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders filing of the supplement to the Proxy Statement and the Other Required Company Filings required to be filed by the Company in connection with the Amendment Stockholders, for the sole purpose of obtaining the Requisite Stockholder ApprovalApproval and obtaining advisory approval of the compensation that the Company’s named executive officers may receive in connection with the Merger (and, if applicable, for the Company Stockholders to act on such other matters of procedure required in connection with the adoption of this Agreement and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company will not be required convene, subject to convene Section 6.4(b), and hold the Company Stockholder Meeting at any time prior to on or around the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders; provided that Stockholders or on such other date elected by the Company Stockholder Meeting shall with Xxxxxx’s consent (not to be held later than 45 days after the SEC Clearance Dateunreasonably withheld, conditioned or delayed). Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will include (i) the Company Board Recommendation in the Proxy Statement; and (ii) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.”

Call of Company Stockholder Meeting. Subject to the provisions of this Agreement, the The Company will take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of NYSE 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))for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders filing of the supplement to the Proxy Statement and the Other Required Company Filings required to be filed by the Company in connection with the Amendment Stockholders, for the sole purpose of obtaining the Requisite Stockholder ApprovalApproval and obtaining advisory approval of the compensation that the Company’s named executive officers may receive in connection with the Merger (and, if applicable, for the Company Stockholders to act on such other matters of procedure required in connection with the adoption of this Agreement and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company will not be required convene, subject to convene Section 6.4(b), and hold the Company Stockholder Meeting at any time prior to on or around the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders; provided that Stockholders or on such other date elected by the Company Stockholder Meeting shall with Parent’s consent (not to be held later than 45 days after the SEC Clearance Dateunreasonably withheld, conditioned or delayed). Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will include (i) the Company Board Recommendation in the Proxy Statement; and (ii) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.”

Call of Company Stockholder Meeting. Subject to the provisions of this Agreement, the The Company will take all action necessary in accordance with the DGCL, the Charter, the Bylaws and the rules of NYSE 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))for, duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the mailing of the Proxy Statement to the Company Stockholders filing of the supplement to the Proxy Statement and the Other Required Company Filings required to be filed by the Company in connection with the Amendment Stockholders, for the purpose of obtaining the Requisite Stockholder ApprovalApproval and obtaining advisory approval of the compensation that the Company’s named executive officers may receive in connection with the Merger (and, if applicable, for the Company Stockholders to act on such other matters of procedure required in connection with the adoption of this Agreement and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement). Notwithstanding anything to the contrary in this Agreement, the Company will not be required convene, subject to convene Section 6.4(b), and hold the Company Stockholder Meeting at any time prior to on or around the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders; provided that Stockholders or on such other date elected by the Company Stockholder Meeting shall with Parent’s consent (not to be held later than 45 days after the SEC Clearance Dateunreasonably withheld, conditioned or delayed). Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will include (i) the Company Board Recommendation in the Proxy Statement; and (ii) use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approval.”