Common use of Meeting of Company's Stockholders Clause in Contracts

Meeting of Company's Stockholders. The Company shall promptly after the date hereof take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of and hold the Company Stockholders' Meeting as soon as practicable following the date upon which the Registration Statement becomes effective and shall consult with Parent in connection therewith. The Board of Directors of the Company has declared that this Agreement is advisable and, subject to Section 4.3(c), shall recommend that this Agreement and the transactions contemplated hereby be approved and authorized by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company shall submit this Agreement to the stockholders of the Company whether or not the Board of Directors of the Company at any time subsequent to making such declaration takes any action permitted by Section 4.3(c). The Company shall solicit from its stockholders proxies in favor of the Merger and shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders to authorize and approve the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Stockholders' Meeting as required by this Section 5.2, shall not be affected by the withdrawal, amendment or modification of the Board of Directors' recommendation of approval and adoption of this Agreement and the transactions contemplated hereby, and (ii) the Company agrees that its obligations under this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.

Meeting of Company's Stockholders. The Company shall promptly after the date hereof take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of and (unless Parent requests otherwise) hold the Company Stockholders' Stockholders Meeting as soon as practicable following the date upon which the Registration Statement becomes effective and shall consult with Parent in connection therewith. Once the Company Stockholders' Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to a future date specified by Parent) the Company Stockholders' Meeting without the consent of Parent. The Board of Directors of the Company has declared that this Agreement is advisable and, subject to Section 4.3(c4.2(c), shall recommend that this Agreement and the transactions contemplated hereby be approved and authorized by the stockholders Stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company shall submit this Agreement to the stockholders Stockholders of the Company whether or not the Board of Directors of the Company at any time subsequent to making such declaration takes any action permitted by Section 4.3(c4.2(c). The Company shall solicit from its stockholders Stockholders proxies in favor of the Merger and shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders Stockholders to authorize and approve the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Stockholders' Meeting as required by this Section 5.2, shall not be affected by the withdrawal, amendment or modification of the Board of Directors' recommendation of approval and adoption of this Agreement and the transactions contemplated hereby, and (ii) the Company agrees that its obligations under this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.

Meeting of Company's Stockholders. The Company shall shall, as promptly as practicable after the date hereof Registration Statement is declared effective under the Securities Act, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to duly call, give notice of of, convene and hold the Company Stockholders' ’ Meeting as soon as practicable following the date upon which the Registration Statement becomes effective and shall consult with Parent in connection therewith. Once the Company Stockholders’ Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to a future date specified by Parent) the Company Stockholders’ Meeting without the consent of Parent unless this Agreement has been terminated pursuant to Section 7.1. The Board of Directors of the Company has declared that this Agreement is advisable and, subject to Section 4.3(c)4.3, shall recommend that this Agreement and the transactions contemplated hereby be approved and authorized by the stockholders of the Company (the “Company Recommendation”) and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that the Board of Directors of the Company shall submit this Agreement not be required to make such Company Recommendation to the stockholders of extent that it effects a Change in the Company whether or not the Board of Directors of the Company at any time subsequent to making such declaration takes any action permitted by Recommendation in accordance with Section 4.3(c)4.3. The Company shall solicit from its stockholders proxies in favor of the Merger and shall take all other reasonable action reasonably necessary or advisable to secure the vote or consent of its stockholders to authorize and approve the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Stockholders' ’ Meeting as required by this Section 5.2, 5.2 shall not be affected by the withdrawal, amendment or modification of the Board of Directors' ’ recommendation of approval and adoption of this Agreement and the transactions contemplated hereby, and (ii) the Company agrees that its obligations under this Section 5.2 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.