Common use of Mailing of Proxy Statement; Shareholders’ Meeting Clause in Contracts

Mailing of Proxy Statement; Shareholders’ Meeting. The Company, in consultation with Parent, shall, as promptly as practicable (and in any event within ten (10) Business Days following the Proxy Statement Clearance Date), (x) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Shareholders’ Meeting”), (y) as promptly as reasonably practicable following such record date, mail (or cause to be mailed) to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting a Proxy Statement (such date, the “Proxy Date”) and (z) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith. The Company shall duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company, in its reasonable judgment and following consultation with Parent, shall determine the length of any period for the solicitation of proxies from its shareholders and, furthermore, that the Company may postpone, recess or adjourn the Shareholders’ Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum or (iii) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Once the Company has established a record date for the Shareholders’ Meeting, the Company shall not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Bylaws. Unless the Company Board shall have effected a Change in Recommendation, the Company shall use commercially reasonable efforts to solicit proxies in favor of the adoption of this Agreement and shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws and all rules of the NASDAQ. The Company agrees that its obligations pursuant to the first sentence of this Section 6.2(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal or the occurrence of any Change in Recommendation.

Mailing of Proxy Statement; Shareholders’ Meeting. The Company, in consultation with Parent, Company shall, as promptly as reasonably practicable (after the date hereof, in accordance with applicable Law and in any event within ten (10) Business Days following the Proxy Statement Clearance Date)Company Charter Documents, (xA) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting upon the adoption approval of this Agreement and the related Plan of Merger and the Merger (including any adjournment or postponement thereof, the “Shareholders’ Meeting”), and (yB) as promptly as reasonably practicable following such record date, mail (or cause to be mailed) to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting a Proxy Statement (the date the Company elects to take such dateaction or is required to take such action, the “Proxy Date”) and (z) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith). The Company shall shall, in accordance with applicable Law, the Company Charter Documents, and NYSE rules, duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that in no event shall such meeting be held later than thirty-five (35) calendar days following the date the Proxy Statement is mailed to the Company’s shareholders, in its reasonable judgment and following consultation with Parent, shall determine subject to the length of any period for the solicitation of proxies from its shareholders and, furthermore, that the Company may postpone, recess Company’s ability to postpone or adjourn the Shareholders’ Meeting: (i) with , provided that any postponements or adjournments of such meeting shall require the prior written consent of Parent, (ii) for the absence of a quorum or (iii) other than as required to allow reasonable additional time for the filing and distribution mailing of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) counsel is necessary or advisable under applicable Laws Law or fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting, or to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Shareholder Approval. Once the Company has established a record date for the Shareholders’ Meeting, the Company shall not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Company Bylaws. Unless the Company Board shall have effected a Change in Recommendationthis Agreement has been terminated pursuant to Section 8.01, the Company shall use commercially reasonable best efforts to solicit proxies in favor of the adoption approval of this Agreement and shall to ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws and all rules of the NASDAQNYSE. Unless this Agreement has been terminated in accordance with Section 8.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board shall have effected a Change in Company Board Recommendation or proposed or announced any intention to do so. The Company agrees that its obligations pursuant shall, upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last three (3) Business Days prior to the first sentence date of the Shareholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, the approval of this Section 6.2(cAgreement and the transactions contemplated hereby (including the Merger) shall not be affected the only matter which the Company shall propose to be acted on by the commencement, public proposal, public disclosure or communication to shareholders of the Company at the Shareholders’ Meeting, except as required by applicable Law or any other Person of any Acquisition Proposal or the occurrence of any Change in Recommendationregulation.

Mailing of Proxy Statement; Shareholders’ Meeting. The Company, in consultation with Parent, Company shall, as promptly as reasonably practicable (and in any event within ten five (105) Business Days following the Proxy Statement Clearance Date), (x) in compliance with Law, and by resolutions of its Board of Directors, establish a the earliest reasonably practicable record date for and give notice of a meeting of its shareholdersshareholders (the “Record Date”), for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Shareholders’ Meeting”), (y) as promptly as by resolutions of its Board of Directors establish the earliest reasonably practicable following such record datedate for the Shareholders’ Meeting; provided that the Shareholders’ Meeting will not be held more than forty (40) days after the Proxy Statement Clearance Date without the prior written consent of Parent, and (z) mail (or cause to be mailed) to the holders of Company Common Stock Shares as of the record date established for Record Date the Shareholders’ Meeting a Proxy Statement (such date, the “Proxy Date”) and (z) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewithStatement. The Company shall duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Statement Clearance Date; provided, however, that the Company, in its reasonable judgment and following consultation with Parent, shall determine the length of any period for the solicitation of proxies from its shareholders and, furthermore, that the Company may delay, postpone, recess or adjourn the Shareholders’ Meeting: (i) with the consent of Parent, (ii) for in the absence of a quorum or (iii) once, for no more than thirty (30) days, to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable required under applicable Laws Section 14(a) of the Exchange Act and the related rules and regulations promulgated by the SEC and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Once the Company has established a record date for the Shareholders’ Meeting, the Company shall not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Bylaws. Unless the Company Board shall have effected a made an Adverse Recommendation Change in Recommendationaccordance with Section 6.5(c), the Company shall use commercially its reasonable best efforts to solicit proxies in favor of the adoption of this Agreement as contemplated by Section 4.3(a) and shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws and all rules of the NASDAQ. The Company agrees that its obligations pursuant Without limiting the generality of the foregoing, the Company’s obligation to call, give notice of and hold the first sentence of Shareholders’ Meeting in accordance with this Section 6.2(c) 6.2 shall not be limited or otherwise affected by the commencement, public proposaldisclosure, public disclosure announcement or communication to the Company or any other Person submission of any Acquisition Proposal or an Adverse Recommendation Change and there shall be no vote of the occurrence Shareholders or solicitation by the Company of the written consent of the Shareholders in respect of any Change in RecommendationAcquisition Proposal prior to the Shareholders’ Meeting.

Mailing of Proxy Statement; Shareholders’ Meeting. The Company, in consultation with Parent, Company shall, as promptly as practicable (and in any event within ten five (105) Business Days following the Proxy Statement Clearance Date), (x) establish a record date for and give notice of a meeting of its shareholders, for the purpose of voting upon the adoption approval of this Agreement (including any adjournment or postponement thereof, the “Shareholders’ Meeting”), ) and (y) as promptly as reasonably practicable following such record date, mail (or cause to be mailed) to the holders of Company Common Stock as of the record date established for the Shareholders’ Meeting a Proxy Statement (such date, the “Proxy Date”) and (z) commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith). The Company shall duly call, convene and hold the Shareholders’ Meeting as promptly as reasonably practicable after the Proxy Date; provided, however, that the Company, in its reasonable judgment and following consultation with Parent, shall determine the length of any period for the solicitation of proxies from its shareholders and, furthermore, that the Company may postpone, recess or adjourn the Shareholders’ Meeting: (i) with the consent of Parent, (ii) for the absence of a quorum quorum, (iii) to solicit additional proxies for the purpose of obtaining the Requisite Shareholder Approval or (iiiiv) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary or advisable under applicable Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Shareholders’ Meeting. Notwithstanding anything to the contrary in this Section 6.2(c), in no event shall the Shareholders’ Meeting take place after January 15, 2015 without Parent’s express written consent. Once the Company has established a record date for the Shareholders’ Meeting, the Company shall not change such record date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law or the Bylaws. Unless the Company Board shall have effected a Change in Recommendation, the Company shall use commercially its reasonable best efforts to solicit proxies in favor of the adoption approval of this Agreement and shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Laws and all rules of the NASDAQ. The Company agrees that its obligations pursuant to the first sentence of this Section 6.2(c) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Acquisition Proposal or the occurrence of any Change in Recommendation.