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

Meeting of Seller’s Stockholders. Seller shall promptly after the date of this Agreement take all action necessary in accordance with the DGCL and the Seller Organizational Documents to convene the Seller Stockholders’ Meeting. Seller shall use its commercially reasonable efforts to solicit from stockholders of Seller proxies in favor of this Agreement and the Step One Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL to approve this Agreement and the Step One Merger, unless the Board of Directors of Seller shall have determined in good faith, after consultation with its outside counsel, that such actions would be reasonably likely to constitute failure of the Board of Directors of Seller to comply with its fiduciary duties to stockholders imposed by Delaware Law.

Meeting of Seller’s Stockholders. Seller shall promptly after the date of this Agreement take all action necessary in accordance with the DGCL and the Seller Organizational Documents Certificate and the Seller Bylaws to convene the Seller Stockholders’ Meeting. Seller shall use its commercially reasonable best efforts to solicit from stockholders of Seller proxies in favor of this Agreement and the Step One Acquisition Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL to approve this Agreement and the Step One Acquisition Merger, unless the Seller’s Board of Directors of Seller shall have determined in good faith, after consultation with its outside counsel, faith based on advice of counsel that such actions would reasonably be reasonably likely to constitute failure result in violation of the Board of Directors of Seller to comply with its fiduciary duties duty to Seller’s stockholders imposed by Delaware under applicable Law.