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

Company Stockholder Approval; Proxy Statement. (a) If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company shall, if appropriate, call a meeting of its stockholders (the "Stockholder Meeting") for the purpose of voting upon the Merger and shall use its reasonable best efforts to obtain stockholder approval of the Merger. The Stockholder Meeting shall be held as soon as practicable following the purchase of Shares pursuant to the Offer and the Company shall, through its Board of Directors but subject to the fiduciary duties of its Board of Directors under applicable law as determined by the Board of Directors in good faith after consultation with the Company's outside counsel, recommend to its stockholders the approval of the Merger and not rescind its declaration that the Merger is advisable. The record date for the Stockholder Meeting shall be a date subsequent to the date Investor or Sub becomes a record holder of Shares purchased pursuant to the Offer.

Company Stockholder Approval; Proxy Statement. (a) If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company shall, if appropriate, shall call a meeting of its stockholders (the "Stockholder Meeting") for the purpose of voting upon the Merger and shall use its reasonable best efforts to obtain stockholder approval of the Merger. The Stockholder Meeting shall be held as soon as practicable following the purchase of Shares shares of Common Stock pursuant to the Offer and the Company shallwill, through its Board of Directors but subject to the fiduciary duties of its Board of Directors under applicable law as determined by the Board of Directors in good faith after consultation with the Company's outside counsel, recommend to its stockholders the approval of the Merger and not rescind its declaration that the Merger is advisable. The record date for the Stockholder Meeting shall be a date subsequent to the date Investor Parent or Sub becomes a record holder of Shares Common Stock purchased pursuant to the Offer.

Company Stockholder Approval; Proxy Statement. (a) If --------------------------------------------- approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company shall, if appropriate, shall call a meeting of its stockholders (the "Stockholder Meeting") for the purpose of voting upon the Merger and shall use ------------------- its reasonable best efforts to obtain stockholder approval of the Merger. The Stockholder Meeting shall be held as soon as practicable following the purchase of Shares shares of Common Stock pursuant to the Offer and the Company shallwill, through its Board of Directors but subject to the fiduciary duties of its Board of Directors under applicable law as determined by the Board of Directors in good faith after consultation with the Company's outside counsel, recommend to its stockholders the approval of the Merger and not rescind its declaration that the Merger is advisable. The record date for the Stockholder Meeting shall be a date subsequent to the date Investor Parent or Sub becomes a record holder of Shares Common Stock purchased pursuant to the Offer.