Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) The Company shall duly call and hold a meeting of its stockholders (the "Company Stockholders' Meeting") as promptly as practicable in accordance with applicable Law following the date the Proxy Statement is cleared by the SEC and after coordination with Merge, provided that the meeting shall be held not later than March 20, 2005, for the purpose of voting upon the adoption of this Agreement and approval of the Merger. In connection with the Company Stockholders' Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Stockholders' Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of this Agreement and the Merger and (ii) otherwise comply with all legal requirements applicable to the Company Stockholders' Meeting. (b) The Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Merger by the stockholders of the Company (the "Company Recommendation"). Subject to Section 5.7, the Company shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Proxy Statement shall contain such recommendation.

Company Shareholders Meeting. (a) The Company shall duly call and hold a meeting of its stockholders (the "“Company Stockholders' ’ Meeting"”) as promptly as practicable in accordance with applicable Law following the date the Proxy Statement is cleared by the SEC and after coordination with Merge, provided that the meeting shall be held not later than March 20, 2005, for the purpose of voting upon the adoption of this Agreement and approval of the Merger. In connection with the Company Stockholders' ’ Meeting and the transactions contemplated hereby, the Company will (i) subject to applicable Law, use its reasonable best efforts (including postponing or adjourning the Company Stockholders' ’ Meeting to obtain a quorum or to solicit additional proxies) to obtain the necessary approvals by its stockholders of this Agreement and the Merger and (ii) otherwise comply with all legal requirements applicable to the Company Stockholders' ’ Meeting. (b) The Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Merger by the stockholders of the Company (the "“Company Recommendation"”). Subject to Section 5.7, the Company shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, and the Proxy Statement shall contain such recommendation.