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

Company Stockholder Approval; Proxy Statement. (a) Subject to Section 4.6, the Company shall (i) call a meeting of its stockholders (the "Stockholders Meeting") for the purpose of voting upon the Merger, (ii) hold the Stockholder Meeting as soon as practicable following the date of this Agreement, and (iii) subject to its fiduciary duties under applicable law as advised by outside counsel, recommend to its stockholders the approval of the Merger through its Board of Directors. If Merger Sub purchases shares of Common Stock pursuant to the Offer prior to the mailing of the Proxy Statement, the record date for the Stockholders Meeting shall be a date subsequent to the date Purchaser or Merger Sub becomes a record holder of Common Stock purchased pursuant to the Offer.

Company Stockholder Approval; Proxy Statement. (a) Subject to Section 4.6If approval or action in respect of the Merger by the stockholders of the Company is required by applicable Law, the Company Company, acting through the Board, shall (i) call as promptly as practicable following the consummation of the Offer, a meeting of its stockholders (the "Stockholders Meeting") for the purpose of voting upon the Merger, (ii) hold the Stockholder Stockholders Meeting as soon as practicable following the date purchase of this Agreementshares of Common Stock pursuant to the Offer, and (iii) subject to its fiduciary duties under applicable law as advised by outside counsel, recommend to its stockholders the approval of the Merger through its Board of DirectorsMerger. If Merger Sub purchases shares of Common Stock pursuant to the Offer prior to the mailing of the Proxy Statement, the The record date for the Stockholders Meeting shall be a date subsequent to the date on which Purchaser or Merger Sub becomes a record holder of Common Stock purchased pursuant to the Offer.