Common use of Company Stockholders Meeting; Parent Stockholders Meeting Clause in Contracts

Company Stockholders Meeting; Parent Stockholders Meeting. (a) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that the Company may commence distribution of the Joint Proxy Statement/Prospectus, the Company, acting through the Company Board, and in accordance with applicable Law and the rules and regulations of NYSE, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock in accordance with the Constituent Documents of the Company for the purpose of obtaining the Requisite Company Stockholder Vote and such other matters as the Company Board may decide (the “Company Stockholders Meeting”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Stockholders Meeting if in the good faith judgment of the Company Board (after consultation with its outside legal counsel) such delay or postponement of the Company Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) subject to Section 6.3(d), include in the Joint Proxy Statement/Prospectus the Company Board Recommendation. (b) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that Parent may commence distribution of the Joint Proxy Statement/Prospectus, Parent, acting through the Parent Board, and in accordance with applicable Law and the rules and regulations of NYSE, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give notice of, convene and hold a meeting of the shareholders of Parent in accordance with the Constituent Documents of Parent for the purpose of obtaining the Requisite Parent Stockholder Vote and such other matters as the Parent Board may decide (the “Parent Stockholders Meeting”); provided, however, that Parent shall be permitted to delay or postpone convening the Parent Stockholders Meeting if in the good faith judgment of the Parent Board (after consultation with its outside legal counsel) such delay or postponement of the Parent Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) include in the Joint Proxy Statement/Prospectus the Parent Board Recommendation.

Company Stockholders Meeting; Parent Stockholders Meeting. (a) As promptly as reasonably practicable after the staff of the SEC advises that it The Company has no further comments on the Joint Proxy Statement/Prospectus or that the Company may commence distribution of the Joint Proxy Statement/Prospectus, the Company, acting through the Company Boardpreviously duly called, and in accordance with applicable Law and the rules and regulations of NYSE, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give given notice of, and shall convene and hold a meeting of the holders of Company Common Stock in accordance with the Constituent Documents of the Company for the purpose of obtaining the Requisite Company Stockholder Vote and such other matters as the Company Board may decide (the “Company Stockholders Meeting”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Stockholders Meeting if in the good faith judgment of the Company Board (after consultation with its outside legal counsel) such delay or postponement of the Company Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) subject to Section 6.3(d), include in the Joint Proxy Statement/Prospectus the Company Board Recommendation. (b) As promptly as reasonably practicable after the staff of the SEC advises that it Parent has no further comments on the Joint Proxy Statement/Prospectus or that Parent may commence distribution of the Joint Proxy Statement/Prospectus, Parent, acting through the Parent Boardpreviously duly called, and in accordance with applicable Law and the rules and regulations of NYSE, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give given notice of, and shall convene and hold a meeting of the shareholders of Parent in accordance with the Constituent Documents of Parent for the purpose of obtaining the Requisite Parent Stockholder Vote and such other matters as the Parent Board may decide (the “Parent Stockholders Meeting”); provided, however, that Parent shall be permitted to delay or postpone convening the Parent Stockholders Meeting if in the good faith judgment of the Parent Board (after consultation with its outside legal counsel) such delay or postponement of the Parent Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) include in the Joint Proxy Statement/Prospectus the Parent Board Recommendation.

Company Stockholders Meeting; Parent Stockholders Meeting. (a) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that the Company may commence distribution of the Joint Proxy Statement/Prospectus, the Company, acting through the Company Board, and Parent shall take all action necessary in accordance with applicable Law Law, Parent’s Articles of Incorporation and the rules and regulations of NYSEParent’s Bylaws, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting to consider and vote on a meeting proposal to adopt and approve the issuance of the holders of Company Parent Common Stock contemplated by this Agreement. The Parent Stockholders’ Meeting shall be held (on a date selected by Parent in accordance consultation with the Constituent Documents Company) as promptly as practicable after mailing of the Company for Joint Proxy Statement. (b) Subject to the purpose provisions of obtaining Section 6.5 hereof, Parent Board shall recommend that the Requisite Company Stockholder Vote and such other matters as Parent Stockholders approve the Company Board may decide issuance of the Parent Common Stock pursuant to this Agreement (the “Company Stockholders MeetingParent Recommendation”); provided, however, that the Company and shall be permitted to delay or postpone convening the Company Stockholders Meeting if in the good faith judgment of the Company Board (after consultation with its outside legal counsel) include such delay or postponement of the Company Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) subject to Section 6.3(d), include recommendation in the Joint Proxy Statement/Prospectus , and shall use reasonable best efforts to (i) solicit from its shareholders proxies in favor of the Company Board Recommendationapproval of the issuance of the Parent Common Stock pursuant to the terms of this Agreement and (ii) take all other action necessary or advisable to secure such approval. (bc) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that Parent may commence distribution of the Joint Proxy Statement/Prospectus, Parent, acting through the Parent Board, and The Company shall take all action necessary in accordance with applicable Law Law, the Company’s Certificate of Incorporation and the rules and regulations of NYSECompany’s Bylaws, shall (i) unless this Agreement has been validly terminated pursuant to Article VIII, duly call, give notice of, convene and hold the Company Stockholders’ Meeting to consider and vote on a meeting proposal to adopt and approve this Agreement. The Company Stockholders’ Meeting shall be held (on a date selected by the Company in consultation with Parent) as promptly as practicable after mailing of the shareholders Joint Proxy Statement. (d) Subject to the provisions of Parent in accordance with Section 6.4 hereof, the Constituent Documents of Parent for Company Board shall recommend that the purpose of obtaining Company Stockholders adopt and approve this Agreement and the Requisite Parent Stockholder Vote and such other matters as transactions contemplated hereby, including the Parent Board may decide Merger (the “Parent Stockholders MeetingCompany Recommendation”); provided, however, that Parent and shall be permitted to delay or postpone convening the Parent Stockholders Meeting if in the good faith judgment of the Parent Board (after consultation with its outside legal counsel) include such delay or postponement of the Parent Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) include recommendation in the Joint Proxy Statement/Prospectus , and shall use reasonable best efforts to (i) solicit from its stockholders proxies in favor of the Parent Board Recommendationapproval and adoption of this Agreement and the transactions contemplated hereby, including the Merger, and (ii) take all other action necessary or advisable to secure such approval.

Company Stockholders Meeting; Parent Stockholders Meeting. (a) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that the The Company may commence distribution of the Joint Proxy Statement/Prospectusshall take, the Company, acting through the Company Board, and in accordance with all applicable Law and the rules its certificate of incorporation and regulations of NYSEby-laws, shall (i) unless this Agreement has been validly terminated pursuant all action necessary to Article VIIIestablish a record date for, duly call, call and give notice of, and convene and hold a meeting of the holders of the issued and outstanding Shares (the “Company Common Stock in accordance with the Constituent Documents of the Company Stockholders’ Meeting”) for the purpose of obtaining the Requisite Company Stockholder Vote and such other matters as the Approval. The Company Board may decide (the “Company Stockholders Meeting”); provided, however, that the Company Stockholders’ Meeting shall be permitted to delay or postpone convening convened as promptly as practicable following the Company Stockholders Meeting if mailing of the Proxy Statement. Except in the good faith judgment case of an Adverse Recommendation Change, the Company, through the Company Board (after consultation with its outside legal counsel) such delay or postponement which may act on the recommendation of the Company Special Committee), shall (i) recommend to its Stockholders Meeting is consistent with its statutory duties under applicable Law; that they adopt this Agreement and the transactions contemplated hereby, and (ii) subject to Section 6.3(d), include such recommendation in the Joint Proxy Statement/Prospectus the Company Board Recommendation. (b) As promptly as reasonably practicable after the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus If required under NASDAQ Rule 5635 or that other applicable NASDAQ rules, Parent may commence distribution of the Joint Proxy Statement/Prospectusshall take, Parent, acting through the Parent Board, and in accordance with all applicable Law and the rules its articles of incorporation and regulations of NYSEby-laws, shall (i) unless this Agreement has been validly terminated pursuant all action necessary to Article VIIIestablish a record date for, duly call, call and give notice of, and convene and hold a meeting of holders of the shareholders of issued and outstanding Parent in accordance with the Constituent Documents of Parent for the purpose of obtaining the Requisite Parent Stockholder Vote and such other matters as the Parent Board may decide Common Stock (the “Parent Stockholders Stockholders’ Meeting”); provided, however, that Parent shall be permitted to delay or postpone convening ) for the Parent Stockholders Meeting if in sole purpose of approving the good faith judgment issuance of the Parent Board (after consultation with its outside legal counsel) such delay or postponement Common Stock pursuant to this Agreement. If required, Parent Stockholders’ Meeting shall be convened as promptly as practicable following the mailing of the Proxy Statement. If Parent submits the approval of the issuance of the Parent Stockholders Meeting is consistent with Common Stock pursuant to this Agreement to its statutory stockholders as required by this Section 5.4(b), Parent shall unless it determines based on the advice of its outside counsel and its financial advisors that doing so would constitute a breach of the Parent Board’s fiduciary duties under applicable Law; Law (i) recommend to its stockholders that they approve such issuance, and (ii) include such recommendation in the Joint Proxy Statement/Prospectus the Parent Board Recommendationproxy statement in respect of such meeting.

Company Stockholders Meeting; Parent Stockholders Meeting. (a) As The Company shall take all action necessary in accordance with applicable Laws and the Company Governing Documents to duly give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, as promptly as reasonably practicable after following the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that the Company may commence distribution clearance of the Joint Proxy Statement/ProspectusStatement by the SEC (and in any event no later than forty-five (45) days thereafter). Except as otherwise expressly permitted by Section 5.3, the Company, acting through the Company Board, and in accordance with applicable Law and the rules and regulations of NYSE, shall (i) through the Company Board of Directors, recommend, including through a recommendation in the Joint Proxy Statement that the Company Stockholders vote in favor of the approval of the adoption of this Agreement at the Company Stockholders Meeting and (ii) solicit from Company Stockholders proxies in favor of the approval of the adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders within a reasonable amount of time in advance of the Company Stockholders Meeting or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may, and at Parent’s request shall, adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than twenty (20) Business Days after the date for which the Company Stockholders Meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist) and provided, further, that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Outside Date. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders Meeting to a date no later than the second (2nd) Business Day after the expiration of the periods contemplated by Section 5.3(e). Unless this Agreement has been validly terminated pursuant in accordance with its terms, the Company’s obligations to Article VIII, duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock Stockholders Meeting in accordance with this Section 6.15(a) shall not be limited or otherwise affected by the Constituent Documents making, commencement, disclosure, announcement or submission of any Superior Proposal or Acquisition Proposal, or by any Change of Recommendation. If requested by Parent, the Company shall promptly provide to Parent all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives. (b) Parent shall take all action necessary in accordance with applicable Laws and the Parent Governing Documents to duly give notice of, convene and hold the Parent Shareholders Meeting for the purpose of obtaining the Requisite Company Stockholder Vote and such other matters Parent Shareholder Approval, as the Company Board may decide (the “Company Stockholders Meeting”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Stockholders Meeting if in the good faith judgment of the Company Board (after consultation with its outside legal counsel) such delay or postponement of the Company Stockholders Meeting is consistent with its statutory duties under applicable Law; and (ii) subject to Section 6.3(d), include in the Joint Proxy Statement/Prospectus the Company Board Recommendation. (b) As promptly as reasonably practicable after following the staff of the SEC advises that it has no further comments on the Joint Proxy Statement/Prospectus or that Parent may commence distribution clearance of the Joint Proxy Statement/Prospectus, Parent, acting through Statement by the Parent Board, SEC (and in accordance with applicable Law and the rules and regulations of NYSE, shall any event no later than forty-five (i45) unless days thereafter). Unless this Agreement has been validly terminated pursuant in accordance with its terms, Parent’s obligations to Article VIII, duly call, give notice of, convene and hold a meeting of the shareholders of Parent Shareholders Meeting in accordance with the Constituent Documents this Section 6.15(b) shall not be limited or otherwise affected by any Parent Change of Recommendation. Except as otherwise expressly permitted by Section 5.4, Parent for the purpose of obtaining the Requisite Parent Stockholder Vote and such other matters as shall (i) through the Parent Board of Directors, recommend, including through a recommendation in the Joint Proxy Statement, that the Parent Shareholders vote in favor of issuance of Parent Common Shares pursuant to this Agreement and (ii) solicit from Parent Shareholders proxies in favor of the Parent Share Issuance pursuant to this Agreement. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), Parent (i) shall be required to adjourn or postpone Parent Shareholders Meeting (A) to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to Parent Shareholders within a reasonable amount of time in advance of the Parent Shareholders Meeting or (B) if, as of the time for which Parent Shareholders Meeting is scheduled, there are insufficient shares of Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Parent Shareholders Meeting and (ii) may decide adjourn or postpone Parent Shareholders Meeting if, as of the time for which Parent Shareholders Meeting is scheduled, there are insufficient shares of Parent Common Shares represented (the “either in person or by proxy) to obtain Parent Stockholders Meeting”)Shareholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Parent Shareholders Meeting shall not be adjourned or postponed to a date that is more than twenty (20) Business Days after the date for which the meeting was previously scheduled (it being understood that such Parent Shareholders Meeting shall be permitted to delay adjourned or postpone convening postponed every time the Parent Stockholders Meeting if circumstances described in the good faith judgment of foregoing clauses (i)(A) and (i)(B) exist, and such Parent Shareholders Meeting may be adjourned or postponed every time the Parent Board (after consultation with its outside legal counsel) such delay or postponement of circumstances described in the Parent Stockholders Meeting is consistent with its statutory duties under applicable Law; and foregoing clause (ii) include in exist); and provided, further, that Parent Shareholders Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Joint Proxy Statement/Prospectus Outside Date. Notwithstanding the foregoing, Parent may adjourn or postpone the Parent Board RecommendationShareholders Meeting to a date no later than the second (2nd) Business Day after the expiration of the periods contemplated by Section 5.4(e). If requested by the Company, Parent shall promptly provide to the Company all voting tabulation reports relating to Parent Shareholders Meeting that have been prepared by Parent or Parent’s transfer agent, proxy solicitor or other Representatives. (c) Subject to applicable Law, the Parties shall cooperate and use their commercially reasonable efforts to set the record dates for and hold the Company Stockholders Meeting and Parent Shareholders Meeting, as applicable, on the same day. (d) Immediately after the execution of this Agreement, Parent shall duly approve and adopt this Agreement in its capacity as sole stockholder of Merger Sub in accordance with applicable Law and the certificate of incorporation, bylaws or equivalent organizational documents of Merger Sub and deliver to the Company evidence of its vote or action by written consent so approving and adopting this Agreement.