Common use of Meeting of Seller’s Stockholders Clause in Contracts

Meeting of Seller’s Stockholders. (a) As promptly as practicable after the declaration of the effectiveness of the Registration Statement by the SEC, Seller will take all action necessary in accordance with applicable law and the Seller Charter Documents to convene a meeting (the “Seller Stockholders’ Meeting”) of Seller’s stockholders to consider adoption and approval of this Agreement and approval of the transactions contemplated hereby, the Name Change, and the approval of the liquidation, dissolution or winding-down of Seller’s business after the Closing in a manner providing for prior or concurrent full payment to or adequate provision for all creditors (including the Seller Creditors) in advance of any distribution to Seller’s stockholders and otherwise in accordance with all applicable terms of this Agreement (the “Liquidation”). The Seller Stockholders’ Meeting shall be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of the effectiveness of the Registration Statement by the SEC. Subject to Section 5.16(c) hereof, Seller will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the transactions contemplated hereby, the Name Change and the Liquidation, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Seller Charter Documents or applicable law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Seller Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Seller’s stockholders in advance of a vote, or if as of the time for which Seller Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Seller’s common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller’s Stockholders’ Meeting. Seller shall ensure that the Seller Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with Seller Stockholders’ Meeting are solicited, in compliance with applicable law and the Seller Charter Documents. Seller’s obligation to call, give notice of, convene and hold the Seller Stockholders’ Meeting in accordance with this Section 5.16(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal (as defined in Section 5.7), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Seller with respect to this Agreement and/or the transactions contemplated hereby. (b) Subject to Section 5.16(c): (i) the Board of Directors of Seller shall recommend that Seller’s stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation at the Seller Stockholders’ Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has recommended that Seller’s stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation at the Seller Stockholders’ Meeting; and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent or Buyer, the recommendation of the Board of Directors of Seller that Seller’s stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation. (c) Nothing in this Agreement shall prevent the Board of Directors of Seller from withholding, withdrawing, amending or modifying its recommendation in favor of the transactions contemplated hereby if (i) a Superior Offer (as defined below) is made to Seller and is not withdrawn, (ii) Seller shall have provided written notice to Buyer (a “Notice of Superior Offer”) advising Buyer that Seller has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Buyer shall not have, within ten (10) business days of Buyer’s receipt of the Notice of Superior Offer, made an offer that the Seller’s Board of Directors by a majority vote determines in its good faith judgment to be in all material respects not less favorable to Seller’s stockholders from a financial point of view than such Superior Offer (it being agreed that the Seller’s Board of Directors shall convene a meeting to consider any such offer by Buyer promptly following the receipt thereof), (iv) the Board of Directors of Seller determines in good faith by the vote required by applicable law, after consultation with its outside counsel, that, in light of such Superior Offer, the

Meeting of Seller’s Stockholders. (a) As promptly as practicable after the declaration of the effectiveness of the Registration Statement by the SEC, Seller will take all action necessary in accordance with applicable law Delaware Law and the Seller Charter Documents its certificate of incorporation and bylaws to convene a meeting (the “"Seller Stockholders’ ' Meeting”") of Seller’s 's stockholders to consider adoption ----------------------------- and approval of this Agreement and approval of the transactions contemplated hereby, the Name Change, and the approval of the liquidation, dissolution or winding-down up of Seller’s 's business after the Closing in a manner providing for prior or concurrent full payment to or adequate provision for all creditors (including the Seller Creditors) in advance of any distribution to Seller’s 's stockholders and otherwise in accordance with all applicable terms of this Agreement (the “Liquidation”). The Seller Stockholders’ Meeting shall "Dissolution") to be held as promptly as practicable, and in any event ----------- (to the extent permissible under applicable law) within 45 days after the declaration receipt of the effectiveness Permit (or the date of the Registration Statement by Fairness Hearing in the SECevent that no Permit is issued at such Fairness Hearing). Subject to Section 5.16(c) hereof7.17(c), Seller --------------- will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the transactions contemplated hereby, the Name Change Dissolution and the Liquidation, and will to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Seller Charter Documents or applicable law to obtain Delaware Law in favor of such approvalsmatters. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Seller Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Seller’s 's stockholders in advance of a votevote on this Agreement and the Dissolution or, or if as of the time for which Seller Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Seller’s 's common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller’s Seller Stockholders’ ' Meeting. Seller shall ensure that the Seller Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with Seller Stockholders’ ' Meeting are solicited, in compliance with the Delaware Law, Seller's certificate of incorporation and bylaws, the rules of Nasdaq and all other applicable law and the Seller Charter Documentslegal requirements. Seller’s 's obligation to call, give notice of, convene and hold the Seller Stockholders’ ' Meeting in accordance with this Section 5.16(a7.17(a) shall not --------------- be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal (as defined in Section 5.77.8), or by any withdrawal, amendment or modification of ----------- the recommendation of the Board of Directors of Seller with respect to this Agreement and/or and the transactions contemplated herebyDissolution. (b) Subject to Section 5.16(c7.17(c): (i) the Board of Directors of Seller --------------- shall recommend that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidation approval of the Dissolution at the Seller Stockholders’ ' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has recommended that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidation Dissolution at the Seller Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent or Buyer, the recommendation of the Board of Directors of Seller that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidationapproval of the Dissolution. (c) Nothing in this Agreement shall prevent the Board of Directors of Seller from withholding, withdrawing, amending or modifying its recommendation in favor of the transactions contemplated hereby adoption and approval of this Agreement and the approval of the Dissolution if (i) a Superior Offer (as defined below) is made to Seller and is not withdrawn, (ii) Seller shall have provided written notice to Buyer (a “Notice of Superior Offer”) advising Buyer that Seller has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Buyer shall not have, within ten (10) business days of Buyer’s receipt of the Notice of Superior Offer, made an offer that the Seller’s Board of Directors by a majority vote determines in its good faith judgment to be in all material respects not less favorable to Seller’s stockholders from a financial point of view than such Superior Offer (it being agreed that the Seller’s Board of Directors shall convene a meeting to consider any such offer by Buyer promptly following the receipt thereof), (iv) the Board of Directors of Seller determines in good faith by the vote required by applicable law, after consultation with its outside counsel, that, in light of such Superior Offer, thedefined

Meeting of Seller’s Stockholders. (a) As promptly as practicable after the declaration of the effectiveness of the Registration Statement by the SEC, Seller will take all action necessary in accordance with applicable law and the Seller Charter Documents to convene a meeting (the “"Seller Stockholders’ ' Meeting”") of Seller’s 's stockholders to consider adoption and approval of this Agreement and approval of the transactions contemplated hereby, the Name Change, and the approval of the liquidation, dissolution or winding-down of Seller’s 's business after the Closing in a manner providing -50- for prior or concurrent full payment to or adequate provision for all creditors (including the Seller Creditors) in advance of any distribution to Seller’s 's stockholders and otherwise in accordance with all applicable terms of this Agreement (the “"Liquidation”"). The Seller Stockholders’ ' Meeting shall be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of the effectiveness of the Registration Statement by the SEC. Subject to Section 5.16(c) hereof, Seller will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the transactions contemplated hereby, the Name Change and the Liquidation, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Seller Charter Documents or applicable law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Seller Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Seller’s 's stockholders in advance of a vote, or if as of the time for which Seller Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Seller’s 's common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller’s 's Stockholders’ ' Meeting. Seller shall ensure that the Seller Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with Seller Stockholders’ ' Meeting are solicited, in compliance with applicable law and the Seller Charter Documents. Seller’s 's obligation to call, give notice of, convene and hold the Seller Stockholders’ ' Meeting in accordance with this Section 5.16(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal (as defined in Section 5.7), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Seller with respect to this Agreement and/or the transactions contemplated hereby. (b) Subject to Section 5.16(c): (i) the Board of Directors of Seller shall recommend that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation at the Seller Stockholders’ ' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has recommended that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation at the Seller Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent or Buyer, the recommendation of the Board of Directors of Seller that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change and the Liquidation. (c) Nothing in this Agreement shall prevent the Board of Directors of Seller from withholding, withdrawing, amending or modifying its recommendation in favor of the transactions contemplated hereby if (i) a Superior Offer (as defined below) is made to Seller and is not withdrawn, (ii) Seller shall have provided written notice to Buyer (a “"Notice of Superior Offer”") advising Buyer that Seller has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Buyer shall not have, within ten (10) business days of Buyer’s 's receipt of the Notice of Superior Offer, made an offer that the Seller’s 's Board of Directors by a majority vote determines in its good faith judgment to be in all material respects not less favorable to Seller’s 's stockholders from a financial point of view than such Superior Offer (it being agreed that the Seller’s Board of Directors shall convene a meeting to consider any such offer by Buyer promptly following the receipt thereof), (iv) the Board of Directors of Seller determines in good faith by the vote required by applicable law, after consultation with its outside counsel, that, in light of such Superior Offer, thea

Meeting of Seller’s Stockholders. (a) As promptly as practicable after the declaration of the effectiveness of the Registration Statement by the SEC, Seller will take all action necessary in accordance with applicable law Delaware Law and the Seller Charter Documents its certificate of incorporation and bylaws to convene a meeting (the “"Seller Stockholders’ ' Meeting”") of Seller’s 's stockholders to consider adoption and approval of this Agreement and approval of the transactions contemplated hereby, the Name Change, and the approval of the liquidation, dissolution or winding-down windingup of Seller’s 's business after the Closing in a manner providing for prior or concurrent full payment to or adequate provision for all creditors (including the Seller Creditors) in advance of any distribution to Seller’s 's stockholders and otherwise in accordance with all applicable terms of this Agreement (the “Liquidation”). The Seller Stockholders’ Meeting shall "Dissolution") to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration receipt of the effectiveness Permit (or the date of the Registration Statement by Fairness Hearing in the SECevent that no Permit is issued at such Fairness Hearing). Subject to Section 5.16(c) hereof7.17(c), Seller will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the transactions contemplated hereby, the Name Change Dissolution and the Liquidation, and will to take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Seller Charter Documents or applicable law to obtain Delaware Law in favor of such approvalsmatters. Notwithstanding anything to the contrary contained in this Agreement, Seller may adjourn or postpone the Seller Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Seller’s 's stockholders in advance of a votevote on this Agreement and the Dissolution or, or if as of the time for which Seller Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Seller’s 's common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller’s Seller Stockholders’ ' Meeting. Seller shall ensure that the Seller Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Seller in connection with Seller Stockholders’ ' Meeting are solicited, in compliance with the Delaware Law, Seller's certificate of incorporation and bylaws, the rules of Nasdaq and all other applicable law and the Seller Charter Documentslegal requirements. Seller’s 's obligation to call, give notice of, convene and hold the Seller Stockholders’ ' Meeting in accordance with this Section 5.16(a7.17(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Seller of any Acquisition Proposal (as defined in Section 5.77.8), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Seller with respect to this Agreement and/or and the transactions contemplated herebyDissolution. (b) Subject to Section 5.16(c7.17(c): (i) the Board of Directors of Seller shall recommend that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidation approval of the Dissolution at the Seller Stockholders’ ' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of Seller has recommended that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidation Dissolution at the Seller Stockholders’ ' Meeting; and (iii) neither the Board of Directors of Seller nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent or Buyer, the recommendation of the Board of Directors of Seller that Seller’s 's stockholders vote in favor of the adoption and approval of this Agreement, the Name Change Agreement and the Liquidationapproval of the Dissolution. (c) Nothing in this Agreement shall prevent the Board of Directors of Seller from withholding, withdrawing, amending or modifying its recommendation in favor of the transactions contemplated hereby if (i) a Superior Offer (as defined below) is made to Seller adoption and is not withdrawn, (ii) Seller shall have provided written notice to Buyer (a “Notice approval of Superior Offer”) advising Buyer that Seller has received a Superior Offer, specifying this Agreement and the material terms and conditions approval of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Buyer shall not have, within ten (10) business days of Buyer’s receipt of the Notice of Superior Offer, made an offer that the Seller’s Board of Directors by a majority vote determines in its good faith judgment to be in all material respects not less favorable to Seller’s stockholders from a financial point of view than such Superior Offer (it being agreed that the Seller’s Board of Directors shall convene a meeting to consider any such offer by Buyer promptly following the receipt thereof), (iv) the Board of Directors of Seller determines in good faith by the vote required by applicable law, after consultation with its outside counsel, that, in light of such Superior Offer, the