Common use of Company Stockholder Approval; Preparation of Proxy Statement Clause in Contracts

Company Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other 36 subsidiary of Parent shall acquire at least 90% of the outstanding Shares, 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.

Company Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, as soon as practicable following the expiration acceptance for payment of, and payment for, Shares by Sub pursuant to and subject to the conditions of the OfferOffer (including the Stockholder Agreement Condition), duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other 36 subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, 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 stockholders meeting in accordance with Section 253 of the DGCL.

Company Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shallwill, as soon as practicable following the expiration acceptance for payment of, and payment for, Shares by Sub pursuant to and subject to the conditions of the OfferOffer (including the Stockholder Agreement Condition), duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company shallwill, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the 42 36 foregoing, if Sub or any other 36 subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall shall, at the request of Parent, 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 stockholders meeting in accordance with Section 253 of the DGCL.