Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (i) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Shareholders Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may adjourn, recess, or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company for the amount of time required by Law in advance of the Company Shareholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45- (b) The Company agrees (i) to provide Parent with the written voting reports it receives concerning proxy solicitation results on a timely basis and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day prior to the Company Shareholders Meeting and on the day of, but prior to, the Company Shareholders Meeting of the status of the Requisite Company Vote.

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of the holders of Shares (the “"Company Shareholders Meeting”") as promptly as reasonably practicable after the date the SEC staff advises that it has no further comments thereon and that the Company may commence mailing the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (i) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Shareholders Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may adjourn, recess, or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company for the amount of time required by Law in advance of the Company Shareholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45-. (b) The Company agrees (i) to provide Parent with the written voting reports it receives concerning proxy solicitation results on a timely basis and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day prior to the Company Shareholders Meeting and on the day of, but prior to, the Company Shareholders Meeting of the status of the Requisite Company Vote.

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law and its articles of incorporation and bylaws, all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as reasonably practicable after the date clearance by the SEC staff advises that it has no further comments thereon and that the Company may commence mailing of the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, including, among other requirements of the WBCA, the appointment of one or more inspectors in accordance with Section 23B.07.035 of the WBCA and the preparation of a list of holders of Shares. (b) The Company shall not postpone or adjourn such meeting, except with Parent’s prior written consent or to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, Law; provided that (i) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, postpone the Company Shareholders Meeting for a reasonable period to solicit additional proxies, if the Company or Parent, respectivelyas applicable, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) Shareholder Approval and (ii) the Company may adjourn, recess, or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company for the within a reasonable amount of time required by Law in advance of the Company Shareholders Meeting; provided that, in the case of each of the foregoing clauses (i) and (ii), unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than ten Business Days each. Subject to Section 6.2(f6.2(e), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action use reasonable best efforts to obtain the Requisite Company Vote. -45-Shareholder Approval. (bc) Company shall establish a record date for the Company Shareholders Meeting no later than the tenth day following the first Business Day after which the SEC staff advises that it has no further comments thereon or that the Company may file and commence mailing of the definitive Proxy Statement. Once the Company has established a record date for the Company Shareholders Meeting, the Company shall not change or establish a different record date for the Company Shareholders Meeting unless (i) required by applicable Law or (ii) with the prior written consent of Parent or (iii) reasonably related to the exercise by the Company of its right to adjourn, recess, or postpone the Company Shareholders Meeting pursuant to Section 6.4(b); provided that in the case of clause (iii), the Company shall establish a record date for the Company Shareholders Meeting no later than the tenth day following such decision to adjourn, recess, or postpone the Company Shareholders Meeting, except as required by applicable Law. (d) The Company agrees (i) to provide Parent with the written voting reports it receives reasonably detailed periodic updates concerning proxy solicitation results on a timely basis and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day day prior to the Company Shareholders Meeting indicating whether as of such date, sufficient proxies representing the Company Shareholder Approval have been obtained. (e) Without the prior written consent of Parent, the approval of this Agreement and related procedural matters shall be the only matter that the Company may propose to be acted on by the day of, but prior to, Company’s shareholders at the Company Shareholders Meeting of the status of the Requisite Company VoteMeeting.

Company Shareholders Meeting. (a) The Company will takeshall, as soon as reasonably practicable after the Proxy Statement is cleared by the SEC for mailing to the Company's stockholders in accordance with applicable Law Section 5.3(a), duly call, give notice of, convene and its articles of incorporation and bylaws, all action necessary to convene hold a meeting of the holders of the Company Shares (the “"Company Shareholders Shareholders' Meeting”") as promptly as reasonably practicable after for the date purpose of seeking the SEC staff advises Company Requisite Vote. The Company shall use its commercially reasonable efforts to commence mailing the Proxy Statement to shareholders no later than five (5) Business Days following clearance of the Proxy Statement by the SEC. The Company, through the Company Board, shall recommend to holders of the Company Shares that it has no further comments thereon and they vote in favor of the Company Merger so that the Company may commence mailing obtain the Proxy Statement, Company Requisite Vote (the "Company Recommendation") and the Company shall use reasonable best efforts to consider and vote upon solicit the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meetingCompany Requisite Vote (including by soliciting proxies from the Company's stockholders), except in each case to the extent advised that the Company Board shall have effected an Adverse Recommendation Change, as permitted by counsel and determined in accordance with Section 5.6. The Company shall keep the Parent Entities reasonably informed with respect to be necessary to comply proxy solicitation activities and daily vote tallies as reasonably requested by the Parent Entities. Unless this Agreement is terminated in accordance with Law or pursuant its terms, the Company shall not submit to the following sentencevote of its stockholders any Company Acquisition Proposal other than the Company Merger and the other transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (i) the Company may adjourn, recess, or postpone, (and at the written request of the Parent it shall adjourn, recess Entities shall) adjourn or postpone, postpone the Company Shareholders Shareholders' Meeting for after consultation with the Parent Entities (A) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Company Shares within a reasonable period amount of time in advance of a vote on the Company Merger, (B) if additional time is reasonably required to solicit additional proxies, if proxies in favor of the approval of the Company Merger or Parent, respectively, reasonably believes (C) if there will be are insufficient Company Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting Shareholders' Meeting; provided that in the case of clause (B) or to obtain clause (C), without the Requisite Company Vote (provided thatwritten consent of the Parent Entities, unless agreed in writing by no event shall the Company and Parent, all such adjournments, recesses Shareholders' Meeting (as so postponed or postponements shall adjourned) be for periods of no held on a date that is more than 10 Business Days eachthirty (30) and (ii) days after the date for which the Company may adjournShareholders' Meeting was originally scheduled. Unless this Agreement shall have been terminated in accordance with Article VII, recess, or postpone the obligations of the Company Shareholders with respect to calling, giving notice of, convening and holding the Company Shareholders' Meeting to the extent necessary to ensure that any required supplement or amendment to and mailing the Proxy Statement is provided (and any amendment or supplement thereto that may be required by Law) to the shareholders of the Company for the amount of time required Company's stockholders shall not be affected by Law in advance of the Company Shareholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company an Adverse Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45- (b) The Company agrees (i) to provide Parent with the written voting reports it receives concerning proxy solicitation results on a timely basis and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day prior to the Company Shareholders Meeting and on the day of, but prior to, the Company Shareholders Meeting of the status of the Requisite Company VoteChange.

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law and its articles of incorporation Charter and bylaws, all action necessary to convene a meeting of the holders of Shares (the “Company Shareholders Meeting”) as promptly as reasonably practicable after the date the SEC staff advises confirms that it has no further comments thereon and that the Company may commence mailing on the Proxy Statement, to consider and vote upon the approval adoption of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised required by counsel to be necessary to comply with Law or pursuant to the following sentencethis Section 6.4(a). Notwithstanding anything to the contrary in this Agreement, (i) the Company may adjourn, recess, or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Shareholders Meeting (i) for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements in the aggregate shall be for periods a period of no more than 10 twenty Business Days each) and (ii) Days). In addition, the Company may adjourn, recess, recess or postpone the Company Shareholders Meeting (i) with the consent of Parent (not to be unreasonably withheld, conditioned or delayed), (ii) if the Company determines, in consultation with Parent, an amendment or supplement to the Proxy Statement is required by applicable Law (in which case the Company Shareholders Meeting shall be adjourned to the extent necessary to ensure that any such required amendment or supplement or amendment to the Proxy Statement is provided to the shareholders of the Company Company’s stockholders for the amount of time required by Law in advance of the Company Shareholders Meeting) and (iii) to a date no later than the second Business Day following the expiration of any three or two Business Day period following written notice provided by the Company to Parent in accordance with the proviso of Section 6.2(f) regarding an intent to make a Change of Recommendation. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45-. (b) The Company agrees (i) to use reasonable best efforts to provide Parent with the written voting reports it receives reasonably detailed periodic updates concerning proxy solicitation results on a timely basis (including, if requested, promptly providing daily voting reports) and (ii) to use its reasonable best efforts to give written notice to Parent one Business Day prior to the Company Shareholders Meeting and on the day of, but prior to, the Company Shareholders Meeting Meeting, indicating whether as of the status of such date sufficient proxies representing the Requisite Company VoteVote have been obtained.

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law shall call and its articles of incorporation and bylaws, all action necessary to convene hold a meeting of the holders Company Shareholders for the purpose of Shares voting upon the adoption and approval of this Agreement and the transactions contemplated by this Agreement (such meeting, the “Company Shareholders Shareholders’ Meeting”). The Company Shareholders’ Meeting shall be held (the date of such meeting, the “Company Meeting Date”) as promptly as reasonably practicable after (but no later than fifty (50) days) following the earliest of the date on which the SEC staff advises the Company that it has no further comments thereon and that the Company may commence mailing on the Proxy Statement, to consider Statement and vote upon Schedule 13E-3 or that it is not reviewing the approval of this Agreement Proxy Statement and to cause such vote to Schedule 13E-3. The initial Company Meeting Date and the initial record date therefor shall be taken, set in consultation with Parent and shall not postpone or adjourn such meeting, except be reasonably satisfactory to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, Parent; provided that (i) the Company may adjournmay, recessin its reasonable discretion, postpone or postpone, and at the request of Parent it shall adjourn, recess or postpone, adjourn the Company Shareholders Shareholders’ Meeting for a reasonable period to solicit additional proxies, if the Company or after consultation with Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxyA) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or to obtain the Requisite Company Vote (provided that, unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than 10 Business Days each) and (ii) the Company may adjourn, recess, or postpone the Company Shareholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the shareholders of the Company for the Shareholders within a reasonable amount of time required by Law in advance of the Company Shareholders Shareholders’ Meeting. Subject , (B) to Section 6.2(f), allow time for the filing and dissemination of any supplemental or amended disclosure document that the Special Committee has determined in good faith (after consultation with the Special Committee’s outside legal counsel) is required under applicable Law to be filed and disseminated or (C) to permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Company Vote. -45- (b) The Company agrees (i) to provide Parent with the written voting reports it receives concerning proxy solicitation results on a timely basis and (ii) the Company shall, to use its reasonable best efforts the extent requested by Parent, postpone or adjourn the Company Shareholders’ Meeting no more than once and for no more than thirty (30) days, to give written notice permit additional time to solicit the Required Shareholder Vote if sufficient proxies constituting the Required Shareholder Vote have not been received by the Company. The Company shall keep the Purchasers updated with respect to proxy solicitation results as reasonably requested by Parent one Business Day or Merger Sub. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement shall have been terminated prior to the date of the Company Shareholders Shareholders’ Meeting and on in accordance with its terms, the day obligation of the Company to call, give notice of, but prior to, convene and hold the Company Shareholders Shareholders’ Meeting in accordance with this Section 6.03 shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal or by the status making of the Requisite an Adverse Company VoteRecommendation.