Common use of Company Stockholder Approval of the Merger Clause in Contracts

Company Stockholder Approval of the Merger. (a) If the adoption of this Agreement by the holders of shares of Company Common Stock is required under the DGCL in order to consummate the Merger, the Company, acting through the Company Board, shall at the Parent’s request following the Purchaser’s acceptance of payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer, take all actions in accordance with applicable Law, its certificate of incorporation and bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1, (i) the Company Board shall recommend adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal. (b) If the adoption of this Agreement by the holders of shares of Company Common Stock is required under the DGCL in order to consummate the Merger, the Company, at the Parent’s request, as soon as practicable following the Purchaser’s acceptance of payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer, and in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement; provided, however, that the Company shall give to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall take into good faith consideration all of the Parent’s reasonable comments to each version of or amendment to the Proxy Statement. The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable Law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (c) The Parent shall cause all shares of Company Common Stock owned by the Parent or any of its Subsidiaries (including all shares purchased by the Purchaser pursuant to the Offer) to be present at the Company Meeting so as to be counted for quorum purposes and to be voted in favor of the adoption of this Agreement at the Company Meeting. (d) The Parent and the Purchaser shall cause the Merger to be effected promptly following the acceptance for payment of any shares of Company Common Stock pursuant to the Offer, including by taking all actions necessary to cause the Merger to be consummated pursuant to Section 253 of the DGCL if permitted by the DGCL.

Company Stockholder Approval of the Merger. (a) If the adoption of this Agreement by the holders stockholders of shares of the Company Common Stock is required under the DGCL in order to consummate the Merger, the CompanyCompany shall, acting through the Company Board, shall at the Parent’s request request, as soon as practicable following the Purchaser’s acceptance of for payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) by the Purchaser in the OfferOffer (coordinating the timing thereof with the Parent), take all actions in accordance with applicable Law, its certificate of incorporation and bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposalobtaining such stockholder approval. Subject to Section 6.17.1, to the fullest extent permitted by law, the Company shall, through the Company Board, recommend to its stockholders that they adopt this Agreement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.4(a) shall not be affected by (i) the Company Board shall recommend adoption of commencement, public proposal, public disclosure or communication to the Company Voting of any Acquisition Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and or (ii) the Company Board shall not withhold, withdraw withdrawal or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Parent, the recommendation of modification by the Company Board that of its approval or recommendation of this Agreement, the Company’s stockholders vote in favor Offer or the Merger. Notwithstanding the foregoing, if the Purchaser or any other Subsidiary of the Parent shall acquire at least 90% of the outstanding shares of Company Voting ProposalCommon Stock, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. (b) If the adoption of this Agreement by the holders stockholders of shares of the Company Common Stock is required under the DGCL in order to consummate the Merger, the CompanyCompany shall, at the Parent’s request, as soon as practicable following the Purchaser’s acceptance of for payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) by the Purchaser in the Offer, and in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement; providedStatement in accordance with the Exchange Act and any other applicable laws, however, that the Company shall give and will use its reasonable best efforts to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall take into good faith consideration all of the Parent’s reasonable comments to each version of or amendment to the Proxy Statement. The Company shall respond to any comments of the SEC or its staff and shall to cause the Proxy Statement to be mailed to its the Company’s stockholders at as promptly as practicable after responding to all such comments to the earliest practicable time after satisfaction of the resolution of any such commentsstaff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one on hand, and the SEC, or its staff staff, or any other government officials, officials on the other hand, hand with respect to the Proxy Statement. The Company shall cause all documents that it is responsible for filing consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other regulatory authorities under this Section 6.2 government officials. If at any time prior to comply in all material respects with all applicable Law. Whenever the Company Meeting there shall occur any event occurs which is required to that should be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, Company shall promptly inform the other of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of the Parent to such mailing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Parent shall cause all shares of Company Common Stock owned by the Parent or any of its Subsidiaries (including all shares purchased by the Purchaser pursuant to the Offer) to be present at Offer and all other shares of Company Common Stock owned by the Company Meeting so as to be counted for quorum purposes and Parent or the Purchaser or any other Subsidiary of the Parent to be voted in favor of the adoption of this Agreement at the Company MeetingAgreement. (d) The Parent and the Purchaser shall cause the Merger to be effected promptly following the acceptance for payment of any shares of Company Common Stock pursuant to the Offer, including by taking all actions necessary to cause the Merger to be consummated pursuant to Section 253 of the DGCL if permitted by the DGCL.

Company Stockholder Approval of the Merger. (a) If the adoption of this Agreement by the holders stockholders of shares of the Company Common Stock is required under the DGCL in order to consummate the Merger, the CompanyCompany shall, acting through the Company Board, shall at the Parent’s request request, as soon as practicable following the Purchaser’s acceptance of for payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) by the Purchaser in the OfferOffer (coordinating the timing thereof with the Parent), take all actions in accordance with applicable Law, its certificate of incorporation and bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, a meeting of its stockholders (the “Company Meeting Stockholders Meeting”) for the purpose of considering and voting upon the Company Voting Proposalobtaining such stockholder approval. Subject to Section 6.17.1, to the fullest extent permitted by law, the Company shall, through the Company Board, recommend to its stockholders that they adopt this Agreement and approve the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.4(a) shall not be affected by (i) the Company Board shall recommend adoption of commencement, public proposal, public disclosure or communication to the Company Voting of any Acquisition Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement, the Offer or the Merger. Notwithstanding the foregoing, if the Purchaser or any other subsidiary of the Parent shall not withholdacquire at least 90% of the outstanding shares of the Company Common Stock, withdraw or modifythe parties shall, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to at the request of the Parent, take all necessary and appropriate action to cause the recommendation Merger to become effective as soon as practicable after the expiration of the Company Board that the Company’s Offer without a stockholders vote meeting in favor accordance with Section 253 of the Company Voting ProposalDGCL. (b) If the adoption of this Agreement by the holders stockholders of shares of the Company Common Stock is required under the DGCL in order to consummate the Merger, the CompanyCompany shall, at the Parent’s request, as soon as practicable following the Purchaser’s acceptance of for payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) by the Purchaser in the Offer, and in cooperation with the Parent, shall prepare and file with the SEC a proxy or information statement (the “Proxy Statement; provided”) in accordance with the Exchange Act and any other applicable laws, however, that the Company shall give and will use its reasonable efforts to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall take into good faith consideration all of the Parent’s reasonable comments to each version of or amendment to the Proxy Statement. The Company shall respond to any comments of the SEC or its staff and shall to cause the Proxy Statement to be mailed to its the Company’s stockholders at as promptly as practicable after responding to all such comments to the earliest practicable time after satisfaction of the resolution of any such commentsstaff. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or for additional information, and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one on hand, and the SEC, or its staff staff, or any other government officials, officials on the other hand, hand with respect to the Proxy Statement. The Company shall cause all documents that it is responsible for filing consult with the Parent and its counsel prior to responding to any comments from the SEC or its staff or any other regulatory authorities under this Section 6.2 government officials. If at any time prior to comply in all material respects with all applicable Law. Whenever the Company Stockholders Meeting there shall occur any event occurs which is required to that should be set forth in an amendment or supplement to the Proxy Statement, the Parent or the Company, as the case may be, Company shall promptly inform the other of such occurrence prepare and cooperate in filing mail to its stockholders and file with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to the Company’s stockholders unless it has first obtained the consent of the Parent to such mailing, which consent shall not be unreasonably withheld, conditioned or delayed. (c) The Parent shall cause all shares of Company Common Stock owned by the Parent or any of its Subsidiaries (including all shares purchased by the Purchaser pursuant to the Offer) to be present at Offer and all other shares of Company Common Stock owned by the Company Meeting so as to be counted for quorum purposes and Parent or the Purchaser or any other subsidiary of the Parent to be voted in favor of the adoption of this Agreement at the Company MeetingAgreement. (d) The Parent and the Purchaser shall cause the Merger to be effected promptly following the acceptance for payment of any shares of Company Common Stock pursuant to the Offer, including by taking all actions necessary to cause the Merger to be consummated pursuant to Section 253 of the DGCL if permitted by the DGCL.

Company Stockholder Approval of the Merger. (a) If The Parent and the Purchaser shall take all actions necessary to cause the Merger to be effected as soon as possible following the Acceptance Time. (b) Without limiting the generality of Section 6.2(a), (i) if permitted pursuant to Section 253 of the DGCL at any time following the Acceptance Time, the Parent and the Purchaser shall, as soon as possible, take all actions necessary to cause the Merger to be consummated pursuant to Section 253 of the DGCL; and (ii) if, following the Tender Completion Time, the adoption of this Agreement by the holders of shares of Company Common Stock is required under the DGCL in order to consummate the Merger, the Company, acting through the Company Board, shall at the Parent’s request following the Purchaser’s acceptance of payment ofPurchaser shall, and payment for, all if they beneficially own shares of Company Common Stock validly tendered (Stock, the Parent and not validly withdrawn) in any other subsidiary of the OfferParent shall and shall cause the Company to, as soon as possible, take all actions in accordance with applicable Lawlaw, its the Company’s certificate of incorporation and bylaws and the rules of The Nasdaq Stock Market to (A) promptly and duly call, give notice of, convene and hold as promptly as practicable, a meeting of the Company Meeting Company’s stockholders for the purpose of considering and voting upon the Company Voting Proposal. Subject Proposal (the “Company Meeting”), or, if it would reasonably be expected to Section 6.1result in the Company Stockholder Approval earlier than under this clause (A), (iB) the Company Board shall recommend adoption cause a written consent of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Proxy Statement and (ii) the Company Board shall not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company’s stockholders vote in favor adopting this Agreement (the “Company Stockholder Consent”) to be executed and made effective. For purposes of this Agreement, the term “Tender Completion Time” means the latest to occur of (x) the Acceptance Time, (y) the closing of the Company Voting Proposal. (b) If the adoption of this Agreement by the holders of shares of Company Common Stock is required under the DGCL in order to consummate the Merger, the Company, at the Parent’s request, as soon as practicable following the Purchaser’s acceptance of payment of, and payment for, all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer, and in cooperation with the Parent, shall prepare and file with the SEC the Proxy Statement; provided, however, that the Company shall give to the Parent the opportunity to review and comment on the initial preliminary Proxy Statement and all subsequent forms or versions of or amendments to the Proxy Statement and the Company shall take into good faith consideration all purchase of the Parent’s reasonable comments to each version of or amendment to the Proxy Statement. The Company shall respond to any comments of the SEC or its staff and shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the resolution of any such comments. The Company shall notify the Parent promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement and shall supply the Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement. The Company shall cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 6.2 to comply in all material respects with all applicable Law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Parent Top-Up Option Shares or the Company, as the case may be, shall promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. (c) The Parent shall cause all shares of Company Common Stock owned by the Parent or any of its Subsidiaries (including all shares purchased failure by the Purchaser pursuant to exercise the Top-Up Option during the exercise period provided in Section 2.6(b) and (z) if at least one subsequent offering period is commenced by the Purchaser, the expiration of the last subsequent offering period related to the Offer) to be present at the Company Meeting so as to be counted for quorum purposes and to be voted in favor of the adoption of this Agreement at the Company Meeting. (d) The Parent and the Purchaser shall cause the Merger to be effected promptly following the acceptance for payment of any shares of Company Common Stock pursuant to the Offer, including by taking all actions necessary to cause the Merger to be consummated pursuant to Section 253 of the DGCL if permitted by the DGCL.