Common use of Company Stockholders Meeting Clause in Contracts

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and in accordance with applicable Law and the Company’s Organizational Documents, the Company shall call, give notice of, convene and hold the Company Stockholders’ Meeting as soon as reasonably practicable following clearance of the Proxy Statement by the SEC (and on a date selected by the Company in consultation with Parent) for the purpose of the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later than the earlier of (x) the date that is thirty (30) days after the date for which the Company Stockholders’ Meeting was originally scheduled and (y) the date that is five (5) Business Days prior to the Outside Date.

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and in accordance with applicable Law and the Company’s Organizational Documents, the The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting Stockholders Meeting”) as soon promptly as reasonably practicable following clearance of after the Proxy date the Registration Statement by is declared effective under the SEC Securities Act (and on a date selected by the Company except as provided in consultation with Parentthis Section 5.03) for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL. In connection with the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that Meeting, the Company may postpone or adjourn the Company Stockholders’ Meeting shall (i) subject to Section 5.02(b), recommend approval and adoption of this Agreement and the Transactions by the Company’s stockholders in the Joint Proxy Statement/Prospectus and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.02(b), the Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and take all other actions reasonably necessary or advisable to secure the adoption of this Agreement by the Company’s stockholders. The Company shall keep Parent and Merger Sub reasonably updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub, and shall direct its proxy soliciting agent to provide Parent and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent to the Company. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Stockholders Meeting; provided, however, the Company shall have the right to adjourn or postpone the Company Stockholders Meeting: (iii) after consultation with Parent, for not more than two (2) periods not to exceed ten (10) Business Days each if on the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure date on which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is then-scheduled, the Company has not received proxies representing a sufficient number of shares Shares to obtain the Company Stockholder Approval; (ii) if on the date on which the Company Stockholders Meeting is then-scheduled, whether there are insufficient Shares represented (either in person or not by proxy) to constitute a quorum is presentnecessary to conduct the business of the Company Stockholders Meeting; or (iii) after consultation with Parent, if the failure to adjourn or postpone the Company Stockholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Joint Proxy Statement/Prospectus to be timely provided to the holders of Shares. Once the Company has established a record date for the Company Stockholders Meeting, the Company may make one shall not change such record date or more successive postponements establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (not to be unreasonably withheld, delayed or adjournments conditioned), unless required to do so by applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the adoption of this Agreement and the Transactions (including the Merger) and compensation matters related to the Transactions shall be the only matters (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the approval of this Agreement and the Transactions) that the Company shall propose to be acted on by the stockholders of the Company Stockholders’ Meeting; provided that at the Company Stockholders’ Meeting Stockholders Meeting. Regardless of whether there is not postponed or adjourned to a date that is later than the earlier of (x) the date that is thirty (30) days after the date for which Company Adverse Recommendation Change, the Company Stockholders’ Stockholders Meeting was originally scheduled and (y) shall be held in accordance with the date that terms hereof unless this Agreement is five (5) Business Days prior to the Outside Dateterminated in accordance with ARTICLE 9.

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and The Company shall take all action necessary in accordance with applicable Law Laws and the Company’s Organizational Documents, Documents of the Company shall call, to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholders’ Meeting Stockholder Approval, to be held as soon promptly as reasonably practicable following declaration of effectiveness of the Registration Statement and the clearance of the Proxy Statement by the SEC (and on a date selected SEC. Except as expressly permitted by Section 6.3, the Company in consultation with Parent) for Board shall recommend that the purpose stockholders of the Company vote in favor of the approval of this Agreement at the Company Stockholders considering Meeting and voting on a proposal to adopt and approve the Company Board shall solicit from stockholders of the Company proxies in favor of the approval of this Agreement; provided , and the Proxy Statement shall include a statement to the effect that the Company may postpone or adjourn Board has made the Company Stockholders’ Meeting Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) with shall be required to adjourn or postpone the consent of Parent, Company Stockholders Meeting (ii) for the absence of a quorum, (iiiA) to allow reasonable additional time for the filing extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required to be filed and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary disseminated under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior is provided to the Company Stockholders’ Meeting Company’s stockholders or (ivB) if if, as of the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date time for which the Company Stockholders’ 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; provided, however, that a proxy related to the shares of Company Common Stock subject to a Voting Agreement shall be deemed to have been received by the Company for such purpose; and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, the Company has not received proxies representing a sufficient number reasonably determines in good faith that there are insufficient shares of shares Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, whether or not a quorum is presenthowever, that unless otherwise agreed to by the parties, the Company may make one Stockholders Meeting shall not be adjourned or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later more than the earlier of (x) the date that is thirty (30) 30 days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders’ Stockholders Meeting was originally scheduled shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (yi)(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 that is five (5) on or after two Business Days prior to the Outside End Date. The Company shall promptly provide 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 Representative and shall otherwise keep Parent reasonably informed on a reasonably current basis regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation as expressly permitted by Section 6.3, the parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained.

Company Stockholders Meeting. The Company, acting through the Company Board (a) Subject to the terms and conditions of this Agreement or a committee thereof), shall, as promptly as practicable (and in accordance with applicable Law and any event within twenty-five (25) Business Days) after the Company’s Organizational DocumentsForm S-4 has been declared effective, take all action necessary, including under the Company shall DGCL, to duly call, give notice of, convene and hold the Company Stockholders’ Meeting as soon as reasonably practicable following clearance a meeting of the Proxy Statement by the SEC (and on a date selected by the Company in consultation with Parent) its stockholders for the purpose of adopting this Agreement (including any adjournment, recess or postponement thereof, the Company “Stockholders considering Meeting”) and voting on a proposal to adopt and approve this Agreementshall not postpone, recess or adjourn such meeting; provided that the Company may postpone postpone, recess or adjourn the Company Stockholders’ Stockholders Meeting (i) with to the consent of Parent, extent required by applicable Law or (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has (or the Special Committee) reasonably believes that (A) it is necessary to postpone, recess or adjourn the Stockholders Meeting to ensure that any required supplement or amendment to the Form S-4 or the Joint Proxy Statement is provided to its stockholders a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iiireasonable amount of time in advance of the Stockholders Meeting or (B) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v(1) with respect to such notice has it will not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received receive proxies representing a sufficient number of shares to obtain the Requisite Company Stockholder ApprovalApprovals, whether or not a quorum is present, or (2) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting, then in each case the Company may postpone, recess or adjourn, or make one or more successive postponements postponements, recesses or adjournments of, the Stockholders Meeting, as long as, in the case of any postponement, recess or adjournment, the Company Stockholders’ Meeting; provided that the Company Stockholders’ Stockholders Meeting is not postponed postponed, recessed or adjourned to a date that is later more than the earlier of (x) the date that is thirty (30) days after the date for on which the Company Stockholders’ Stockholders Meeting was originally scheduled without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed so long as the Stockholders Meeting is not postponed, recessed or adjourned to (x) a date that is more than sixty (60) days after the date on which the Stockholders Meeting was originally scheduled and (y) the a date that is less than five (5) Business Days prior to the Outside Date). The Company, acting through the Company Board (or the Special Committee), shall, unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, (1) include in the Joint Proxy Statement the Company Recommendation, (2) include in the Joint Proxy Statement the written opinion of the Special Committee Financial Advisor, dated as of the date of this Agreement, to the effect that the Merger Consideration is fair, from a financial point of view, to the holders of the Shares (other than Parent, Merger Sub, Merger Sub II and any of Parent’s other direct or indirect wholly owned Subsidiaries), (3) use its reasonable best efforts to obtain the Requisite Company Stockholder Approvals, including to actively solicit proxies necessary to obtain the Requisite Company Stockholder Approvals and (4) postpone, recess or adjourn the Stockholders Meeting for a period of no more than thirty (30) days after the date on which the Stockholders Meeting was originally scheduled upon and pursuant to the written request from Parent if Parent reasonably believes that (A) the Company will not receive proxies sufficient to obtain the Requisite Company Stockholder Approvals, whether or not a quorum is present, or (B) insufficient Shares will be represented (either in person or by proxy) at the Stockholders Meeting to constitute a quorum necessary to conduct the business of the Stockholders Meeting. Unless the Company Board or the Special Committee has made a Change of Company Recommendation in accordance with Section 7.2, the Company shall keep Parent updated with respect to proxy solicitation results as reasonably requested by Parent. Notwithstanding anything to the contrary contained in this Agreement, if subsequent to the date of this Agreement a Change of Company Recommendation shall have occurred, the Company nevertheless shall submit this Agreement and the Mergers and the other transactions contemplated by this Agreement to the holders of Shares for adoption and approval at the Stockholders Meeting unless and until this Agreement is terminated in accordance with its terms.

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and The Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of the Company’s Organizational Documentsstockholders (the “Company Stockholders Meeting”) as promptly as reasonably practicable after clearance by the SEC staff of the Proxy Statement, to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (i) the Company (acting on the recommendation of the Special Committee) may (and, if requested by Parent, on no more than one (1) occasion, the Company shall callshall) adjourn, give notice ofrecess, convene and hold or postpone the Company Stockholders’ Stockholders Meeting as soon as reasonably practicable following clearance of the Proxy Statement by the SEC (and on for a date selected by reasonable period to solicit additional proxies, if the Company reasonably believes there will be insufficient Shares represented (either in consultation with Parentperson or by proxy) for to constitute a quorum necessary either to conduct the purpose business of the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, Approval and (ii) the Company (acting on the recommendation of the Special Committee) may make one adjourn, recess, or more successive postponements postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or adjournments amendment to the Proxy Statement is provided to the stockholders of the Company Stockholders’ or to give the Company stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company stockholders by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement, within a reasonable amount of time in advance of the Company Stockholders Meeting; provided that that, in the case of each of the foregoing clauses (i) and (ii), unless agreed in writing by the Company Stockholders’ Meeting is not postponed and Parent, any single such adjournment, recess or adjourned to postponement shall be for a date that is period of no more than ten (10) Business Days each and in no event later than the earlier of (xi) two (2) months from the date that is thirty (30) days after the date for which the Company Stockholders’ Meeting was originally scheduled date and (yii) the date that is five four (54) Business Days prior to the Outside Date. Subject to Section 6.2(e), the Company Board shall include the Company Recommendation in the Proxy Statement and shall use reasonable best efforts to obtain the Company Stockholder Approval.

Company Stockholders Meeting. (a) Subject to Section 5.4 and notwithstanding a Company Board Recommendation Change, following the terms and conditions clearance of this Agreement and in accordance with applicable Law and the Company’s Organizational DocumentsCompany Proxy Statement by the SEC, the Company shall call, give notice of, convene call and hold the Company Stockholders’ Stockholders Meeting as soon promptly as reasonably practicable following clearance the date of the Proxy Statement by the SEC (and on a date selected by the Company in consultation with Parent) this Agreement for the purpose of obtaining the Requisite Company Vote. Subject to Section 5.3 and to the extent there has not been a Company Board Recommendation Change, the Company Stockholders considering and voting on a proposal shall use its reasonable best efforts to adopt and approve solicit or cause to be solicited from its stockholders proxies in favor of adoption of this Agreement; provided that the . The Company may postpone only postpone, recess or adjourn the Company Stockholders’ Meeting Stockholders Meeting: (ia) with the consent of Parent, (iib) for the absence of a quorum, (iiic) to allow reasonable additional time for the filing and mailing distribution of any supplemental or amended disclosure which the Company Board reasonably determines has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Law Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders Company’s stockholders prior to the Company Stockholders’ Meeting Stockholders Meeting, (d) to allow additional solicitation of votes in order to obtain the Requisite Company Vote, or (ive) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii5.3(e)(ii) hereof or Section 5.3(f)(ii) and the latest deadline contemplated by Sections 6.4(c)(iii)-(vSection 5.3(e) or Section 5.3(f), respectively, with respect to such notice notice, has not expiredbeen reached. The Notwithstanding the foregoing sentence notwithstandingin this Section 5.5, if on a date for which solely in the event Parent determines in good faith after consultation with the Company Stockholders’ Meeting is scheduledthat the Company would not reasonably be expected to receive votes representing the Requisite Company Vote, then upon the written request of Parent, the Company has not received proxies representing a sufficient number of shares to obtain shall adjourn the Company Stockholder ApprovalStockholders Meeting in order to solicit additional votes in favor of the adoption of this Agreement; provided, whether or not a quorum is presentthat Parent shall only be entitled to request such an adjournment twice and, in any event, for no more than ten (10) days in the aggregate and for no date that would result in the Company may make one Stockholders Meeting being held on or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later than the earlier of (x) the date that is thirty (30) days after the date for which the Company Stockholders’ Meeting was originally scheduled and (y) the date that is five (5) Business Days prior to the Outside Termination Date.

Company Stockholders Meeting. (ai) Subject to the terms and conditions of this Agreement and The Company will, as promptly as practicable in accordance with applicable Law and the Company’s Organizational DocumentsCompany Charter and Company Bylaws, the Company shall callestablish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, which meeting shall in any event take place within 45 days after the declaration of the effectiveness of the Form S-4 (the “Company Stockholders Meeting”). The Company shall use its reasonable best efforts to hold the Company Stockholders’ Stockholders Meeting on the same day as the Parent Stockholders Meeting as soon as reasonably practicable following clearance after the date on which the Registration Statement becomes effective. Subject to the provisions of the Proxy Statement by the SEC (and on a date selected by Section 5.2, the Company Board shall include the Company Board Recommendation in consultation with Parentthe Joint Proxy Statement/Prospectus and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, (x) for if on or before the purpose date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Stockholder Approval, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders considering Meeting, the Company may (and, if requested by Parent, the Company shall) postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting and voting on a proposal to adopt and approve this Agreement; provided that (y) the Company may postpone or adjourn the Company Stockholders’ Stockholders Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and or mailing of any supplemental or amended disclosure which that the Company Board has determined, after consultation with outside legal counsel, is reasonably determines is necessary likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if Stockholders Meeting, as long as the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any such postponements or adjournments pursuant to a date that is later than either or both of the earlier of preceding clauses (x) the date that is thirty (30) days after the date for which the Company Stockholders’ Meeting was originally scheduled and (y) the date that is five (5) Business Days prior to the Outside Date).

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and The Company will take, in accordance with applicable Law and the certificate of incorporation and bylaws of the Company’s Organizational Documents, the Company shall callall action necessary to set a record date for, duly give notice of, convene and hold a meeting of the stockholders of the Company Stockholders’ Meeting (the “Company Stockholders Meeting”) as soon promptly as reasonably practicable following clearance of the Proxy Statement by after the SEC Clearance Date (and on a date selected by the Company in consultation with Parent) for the purpose of the which Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting (i) with the consent of Parent, (ii) shall in no event be scheduled initially for the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later than the earlier 30th day following the first mailing of the Proxy Statement to the stockholders of the Company without the written consent of Parent), to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following sentence. Notwithstanding anything to the contrary in this Agreement, (xi) the date that is thirty Company (30acting on the recommendation of the Special Committee) days after the date for which may adjourn, recess, or postpone the Company Stockholders’ Stockholders Meeting was originally scheduled and for a reasonable period to solicit additional proxies, if the Company reasonably believes there will be insufficient shares of capital stock of the Company represented (yeither in person or by proxy) to constitute a quorum necessary either to conduct the date business of the Company Stockholders Meeting or to obtain either of the Requisite Company Stockholder Approvals (it being understood that is the Company may not postpone or adjourn the Company Stockholders Meeting on more than two (2) occasions or for more than two (2) months in the aggregate pursuant to this clause (i) without Parent’s prior written consent, but in no event shall such adjourned, recessed or postponed Company Stockholders Meeting be held later than five (5) Business Days prior to the Outside Date) and (ii) the Company (acting on the recommendation of the Special Committee) may adjourn, recess, or postpone the Company Stockholders Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting; provided that, in the case of each of the foregoing clauses (i) and (ii), unless agreed in writing by the Company and Parent, any single such adjournment, recess or postponement shall be for a period of no more than ten (10) calendar days. Subject to Section 6.2, the Company Board shall include the Company Recommendation in the Proxy Statement and shall use reasonable best efforts to obtain the Requisite Company Stockholder Approvals. Once established, the Company shall not change the record date for the Company Stockholders Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) or as required by applicable Law.

Company Stockholders Meeting. (a) Subject to the terms and conditions other provisions of this Agreement and in accordance with applicable Law Agreement, the Company shall (i) take all action required by the DGCL and the Company’s Organizational DocumentsCertificate of Incorporation and Bylaws to establish a record date for, the Company shall duly call, give notice of, convene convene, and hold a meeting of its stockholders, within forty-five (45) days (or such other time that the Company and Parent should mutually agree) following the mailing of the Proxy Statement (the “Company Stockholders’ Meeting”) for the purpose of obtaining (A) the Required Company Stockholder Vote and (B) if so desired, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated by such agreement, it being understood that the Company Stockholders’ Meeting as soon as reasonably practicable following clearance may also be the Company’s annual meeting of stockholders, with the record date and meeting date of the Proxy Statement by the SEC (and on a date Company Stockholders’ Meeting to be selected by the Company in after reasonable consultation with Parent, and (ii) for the purpose use reasonable best efforts to solicit from its stockholders proxies in favor of the Company Stockholders considering and voting on a proposal to adopt and approve approval of the adoption of this Agreement; provided that the Company shall not be required to so solicit if a Company Adverse Change Recommendation shall have been effected. Notwithstanding anything to the contrary in this Agreement, (x) the Company may postpone adjourn, recess, or adjourn postpone, and at the request of Parent it shall adjourn, recess, or postpone, the Company Stockholders’ Meeting (i) with for a reasonable period to solicit additional proxies, if the consent of Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (ii) for the absence of a quorum, (iiieither in person or by proxy) to allow reasonable additional time for constitute a quorum necessary to conduct the filing and mailing business of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or to obtain the Required Company Stockholder Vote (iv) if provided that, unless agreed in writing by the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iiiParent, all such adjournments, recesses, or postponements shall be for periods of no more than ten (10) hereof business days each) and (y) the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstandingCompany may adjourn, if on a date for which recess, or postpone the Company Stockholders’ Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is scheduled, provided to the Company has not received proxies representing stockholders within a sufficient number reasonable amount of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments time in advance of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later than written consent of Parent shall be required in the earlier of (x) the date that is thirty (30) days after the date for which event the Company Stockholders’ Meeting was originally scheduled and seeks an adjournment, recess, or postponement beyond two (y2) the date that is five occasions (5) Business Days prior such consent not to the Outside Datebe unreasonably withheld, conditioned or delayed).

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and The Company shall, in accordance with applicable Law and its certificate of incorporation and bylaws, as promptly as practicable after the Company’s Organizational Documentsfiling of the preliminary Proxy Statement with the SEC, establish a record date for (which shall be as promptly as reasonably practicable following the Company shall date of this Agreement), duly call, give notice of, convene and hold a meeting of the holders of Shares (the “Company Stockholders’ Meeting Stockholders Meeting”) (which shall be held as soon promptly as reasonably practicable after the Clearance Date), to consider and vote upon the approval and adoption of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting, except to the extent advised by counsel to be necessary to comply with Law or pursuant to the following clearance of the Proxy Statement by the SEC (and on a date selected by the sentence. The Company in consultation with Parent) for the purpose of will schedule the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting is not postponed or adjourned to a date that is later than the earlier of (x) the date that is held within thirty (30) days after of the initial mailing of the Proxy Statement (or if the Company’s nationally recognized proxy solicitor advises that thirty (30) days from the date for of mailing the Proxy Statement is insufficient time to submit and obtain the Requisite Stockholder Vote, such later date as advised by such proxy solicitor and to which Parent consents, such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Agreement, (i) the Company Stockholders’ may adjourn, recess or postpone, and at the request of Parent it shall adjourn, recess or postpone, the Company Stockholders Meeting was originally scheduled for a reasonable period to solicit additional proxies, if the Company or Parent, respectively, reasonably believes there will be insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting or to obtain the Requisite Stockholder Vote (provided, that, (x) unless agreed in writing by the Company and Parent, all such adjournments, recesses or postponements shall be for periods of no more than ten (10) Business Days each and (y) in no event shall the record date of the Company Stockholders Meeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)) and (ii) the Company may adjourn, recess or postpone the Company Stockholders Meeting to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is five (5) Business Days prior required by applicable Law is provided to the Outside Datestockholders of the Company for the amount of time required by Law in advance of the Company Stockholders Meeting. Subject to Section 6.2(f), the Company Board shall include the Company Recommendation in the Proxy Statement and shall take all lawful action to obtain the Requisite Stockholder Vote. Without the prior written consent of Parent, the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by Law to be voted on by the Company stockholders in connection with the adoption of this Agreement) that the Company shall propose to be acted on by the Company stockholders at the Company Stockholders Meeting. Without limiting the generality of the foregoing, but subject to the Company’s rights to terminate this Agreement set forth in Article VIII, including Section 8.1(h), the Company agrees that its obligations pursuant to this Section 6.4(a) shall not be affected by the occurrence of a Change of Recommendation, the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal or any event constituting or that could constitute an Intervening Event.

Company Stockholders Meeting. (ai) Subject to the terms and conditions of this Agreement and The Company will, as promptly as practicable in accordance with applicable Law and the Company’s Organizational Documentsits certificate of incorporation and bylaws, the Company shall callestablish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, which meeting shall in any event take place within 45 days after the declaration of the effectiveness of the Registration Statement (the “Company Stockholders Meeting”). The Company shall use its reasonable best efforts to hold Company Stockholders Meeting on the Company Stockholders’ same day as the Parent Stockholders Meeting and as soon as reasonably practicable following clearance after the date on which the Registration Statement becomes effective. Subject to the provisions of the Proxy Statement by the SEC (and on a date selected by Section 5.2, the Company Board shall include the Company Board Recommendation in consultation with Parentthe Joint Proxy Statement/Prospectus and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, (A) for if on or before the purpose date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (1) it will not receive proxies representing the Company Stockholder Approval, whether or not a quorum is present or (2) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders considering Meeting, the Company may (and, if requested by Parent, the Company shall) postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting and voting on a proposal to adopt and approve this Agreement; provided that (B) the Company may postpone or adjourn the Company Stockholders’ Stockholders Meeting (i) with the consent of Parent, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing and or mailing of any supplemental or amended disclosure which that the Company Board has determined, after consultation with outside legal counsel, is reasonably determines is necessary likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if Stockholders Meeting, as long as the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments of the Company Stockholders’ Meeting; provided that the Company Stockholders’ Stockholders Meeting is not postponed or adjourned more than an aggregate of 30 days in connection with any such postponements or adjournments pursuant to a date that is later than either or both of the earlier of preceding clauses (xA) the date that is thirty (30) days after the date for which the Company Stockholders’ Meeting was originally scheduled and (y) the date that is five (5) Business Days prior to the Outside DateB).

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and in accordance with applicable Law and the Company’s Organizational Documents, the The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders’ Meeting Stockholders Meeting”) as soon promptly as reasonably practicable following clearance after the date the staff of the SEC confirms that it has no further comments on the Proxy Statement by or that it does not intend to review the SEC (and on a date selected by the Company in consultation with Parent) Proxy Statement for the purpose of voting on the approval and adoption of this Agreement in accordance with the DGCL. In connection with the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; provided that Meeting, the Company may postpone or adjourn the Company Stockholders’ Meeting shall (i) subject to Section 5.02(b), recommend approval and adoption of this Agreement and the Transactions by the Company’s stockholders in the Proxy Statement and (ii) otherwise comply with all legal requirements applicable to such meeting. Subject to Section 5.02(b), the Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and take all other actions reasonably necessary or advisable to secure the adoption of this Agreement by the Company’s stockholders. The Company shall keep Parent and Merger Sub reasonably updated with respect to proxy solicitation results as reasonably requested by Parent or Merger Sub, and shall direct its proxy soliciting agent to provide Parent and its Representatives with the results of all proxy tabulations provided by such proxy soliciting agent to the Company. The Company shall not, without the prior written consent of Parent, adjourn or postpone the Company Stockholders Meeting; provided, however, the Company shall have the right to adjourn or postpone the Company Stockholders Meeting: (iii) after consultation with Parent, for not more than two (2) periods not to exceed ten (10) Business Days each if on the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure date on which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is then-scheduled, the Company has not received proxies representing a sufficient number of shares Shares to obtain the Company Stockholder Approval; (ii) if on the date on which the Company Stockholders Meeting is then-scheduled, whether there are insufficient Shares represented (either in person or not by proxy) to constitute a quorum is presentnecessary to conduct the business of the Company Stockholders Meeting; or (iii) after consultation with Parent, if the failure to adjourn or postpone the Company Stockholders Meeting would reasonably be expected to be a violation of applicable Law for the distribution of any required amendment or supplement to the Proxy Statement to be timely provided to the holders of Shares. Once the Company has established a record date for the Company Stockholders Meeting, the Company may make one shall not change such record date or more successive postponements establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (not to be unreasonably withheld, delayed or adjournments conditioned), unless required to do so by applicable Law or the Company’s organizational documents. Without the prior written consent of Parent, the adoption of this Agreement and the Transactions (including the Merger) and compensation matters related to the Transactions shall be the only matters (other than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the approval of this Agreement and the Transactions) that the Company shall propose to be acted on by the stockholders of the Company Stockholders’ Meeting; provided that at the Company Stockholders’ Meeting Stockholders Meeting. Regardless of whether there is not postponed or adjourned to a date that is later than the earlier of (x) the date that is thirty (30) days after the date for which Company Adverse Recommendation Change, the Company Stockholders’ Stockholders Meeting was originally scheduled and (y) shall be held in accordance with the date that terms hereof unless this Agreement is five (5) Business Days prior to the Outside Dateterminated in accordance with Article 9.

Company Stockholders Meeting. (a) Subject to the terms and conditions of this Agreement and The Company will, in coordination with Parent, as promptly as reasonably practicable in accordance with applicable Law and the Company’s Organizational DocumentsCompany Certificate of Incorporation and Company Bylaws, the Company shall callestablish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and hold vote upon the adoption of this Agreement (the “Company Stockholders Meeting”). Subject to the provisions of Section 6.2, the board of directors of the Company Stockholders’ Meeting as soon as reasonably practicable following clearance of shall (i) include the Company Recommendation in the Proxy Statement by the SEC Statement, (and on a date selected by ii) recommend at the Company in consultation with ParentStockholders Meeting that the holders of Shares adopt this Agreement and (iii) for use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the purpose foregoing, if on or before the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (A) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (B) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders considering and voting on a proposal to adopt and approve this Agreement; Meeting, the Company may, in its reasonable discretion, postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting in consultation with Parent (provided that the Company may not postpone or adjourn the Company Stockholders’ Stockholders Meeting more than two months in the aggregate pursuant to this sentence without Parent’s prior written consent (iand in no event shall any such postponed or adjourned Company Stockholders Meeting be held later than three (3) with Business Days prior to the consent Termination Date). In addition, notwithstanding the first sentence of Parentthis Section 6.4(a), the Company may (iiand if required by Parent on no more than two occasions, shall for a reasonable period of time not to exceed ten Business Days in the aggregate) for postpone or adjourn the absence of a quorum, (iii) Company Stockholders Meeting to allow reasonable additional time for the filing and or mailing of any supplemental or amended disclosure which that the Company Board has determined, after consultation with outside legal counsel, is reasonably determines is necessary likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated in a manner suitable under applicable Law and reviewed by stockholders of the Company Stockholders prior to the Company Stockholders’ Meeting Stockholders Meeting. Without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (ivother than matters of procedure and matters required by applicable Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement) if that the Company has provided a written notice shall propose to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and be acted on by the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares to obtain the Company Stockholder Approval, whether or not a quorum is present, the Company may make one or more successive postponements or adjournments stockholders of the Company Stockholders’ Meeting; provided that at the Company Stockholders’ Meeting is not postponed or adjourned to Stockholders Meeting. The Company shall cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive Proxy Statement. Notwithstanding the foregoing, in no event will the record date that is later than the earlier of (x) the date that is thirty (30) days after the date for which the Company Stockholders’ Stockholders Meeting was originally scheduled and be changed without the Parent’s prior written consent (y) the date that is five (5) Business Days prior such consent not to the Outside Datebe unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Company Stockholders Meeting. (a) Subject to As soon as reasonably practicable after the terms SEC confirms that it has no further comments on the Proxy Statement (and conditions of this Agreement and in any event within five (5) Business Days after such time), the Company shall take all necessary actions in accordance with applicable Law and the Company’s Organizational DocumentsLaw, the Company shall Charter, the Company Bylaws and the rules of NASDAQ to set a record date for, call, give notice of, convene and hold the Company Stockholders’ Meeting as soon as reasonably practicable following clearance a meeting of the Proxy Statement by the SEC its stockholders (with such record date and on a meeting date to be selected by the Company in after consultation with Parent) for the purpose of obtaining the Company Stockholders considering and voting Stockholder Approval (including any adjournment, recess, reconvening or postponement thereof, the “Company Stockholders’ Meeting”). Subject to Section 5.02, the Company shall use its reasonable best efforts to obtain the Company Stockholder Approval. The Company shall keep Parent reasonably informed on a proposal reasonably current basis, and promptly upon Parent’s request, of the status of its efforts to adopt and approve solicit the Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement; provided that , the Company may may, after consultation with Parent, adjourn, recess, reconvene or postpone or adjourn the Company Stockholders’ Meeting if the Company reasonably believes that (i) such adjournment, recess, reconvening or postponement, after consultation with its outside legal counsel and financial advisors, is required by applicable Law to ensure that any required supplement or amendment to the consent Proxy Statement is provided to the Company’s stockholders within a reasonable amount of Parenttime in advance of the Company Stockholders’ Meeting, (ii) for as of the absence of a quorum, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Company Board reasonably determines is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company Stockholders prior to the Company Stockholders’ Meeting or (iv) if the Company has provided a written notice to Parent and Merger Sub pursuant to Section 6.4(c)(iii) hereof and the deadline contemplated by Sections 6.4(c)(iii)-(v) with respect to such notice has not expired. The foregoing sentence notwithstanding, if on a date for which the Company Stockholders’ Meeting is scheduledoriginally scheduled (as set forth in the Proxy Statement), (A) there will be an insufficient number of Company Capital Stock present (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company has not received proxies representing a sufficient Stockholders’ Meeting or (B) there will be an insufficient number of shares proxies to obtain the Company Stockholder ApprovalApproval or (iii) such adjournment, whether recess, reconvening or not postponement, after consultation with its outside legal counsel and financial advisors, is required by Law or a quorum is present, court or other Governmental Authority of competent jurisdiction in connection with any Action in connection with this Agreement or the Company may make one Transactions or more successive postponements has been requested by the SEC or adjournments of the Company Stockholders’ Meetingits staff; provided that that, the Company Stockholders’ Meeting is shall not be postponed or adjourned (I) by more than ten (10) days at a time, or (II) with respect to clause (ii) above, to a date that is later more than the earlier of (x) the date that is thirty (30) days after the date for on which the Company Stockholders’ Meeting was originally scheduled and scheduled, in each case without the prior written consent of Parent (y) the date that is five (5) Business Days prior to the Outside Datewhich shall not be unreasonably withheld, conditioned or delayed).