Common use of Meeting of Shareholders Clause in Contracts

Meeting of Shareholders. (a) TMAI shall promptly after the date hereof take all action necessary in accordance with California Law and its Articles of Incorporation and Bylaws to convene the TMAI Shareholders Meeting on or prior to November 30, 1997 or as soon thereafter as is practicable and in any event on the date within forty (40) days of the date on which the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. TMAI shall consult with Avant! and use all reasonable efforts to hold the TMAI Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the TMAI Shareholders Meeting without the consent of Avant!. Subject to the provisions of Section 5.1 above, TMAI shall use its reasonable best efforts to solicit from shareholders of TMAI proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Merger. (b) Avant! shall promptly after the date hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Avant! Stockholders Meeting on or prior to November 30, 1997 or as soon thereafter as is practicable and in any event on the date within forty (40) days of the date on which the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. Avant! shall consult with TMAI and use all reasonable best efforts to hold the Avant! Stockholders Meeting on the same day as the TMAI Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Avant! Stockholders meeting without the consent of TMAI. Avant! shall use its best efforts to solicit from stockholders of Avant! proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to effect the Merger.

Meeting of Shareholders. (a) TMAI The Company shall promptly after the date hereof take all action necessary in accordance with California Law the TBCA and its Articles of Incorporation and Bylaws the Company Charter Documents to convene a meeting of the TMAI Shareholders Meeting on or prior for the purpose of voting upon the approval of the Merger, this Agreement and the transactions contemplated hereby (the “Shareholders’ Meeting”), to November 30, 1997 or be held as soon thereafter promptly as is practicable and in any event on after the date within forty hereof. In connection therewith, the Company shall prepare a proxy statement for the Shareholders’ Meeting (40together with any amendments or supplements thereto, the “Proxy Statement”) days that shall include a statement to the effect that the Board of Directors of the date on which Company has recommended that the Registration Shareholders vote in favor of and adopt and approve this Agreement at the Shareholders’ Meeting. The Proxy Statement shall be declared effective specify that approval of this Agreement shall constitute approval by the SECShareholders of: (A) the escrow and the deposit of the Escrow Amount and the Expense Reserve; and (B) in favor of the appointment and indemnification of the Shareholder Representatives, unless otherwise mutually agreed by the parties heretounder and as defined in this Agreement. TMAI The Company shall consult with Avant! and use all reasonable efforts to hold Parent regarding the TMAI Shareholders date of the Shareholders’ Meeting and shall not postpone or adjourn (other than for the absence of a quorumquorum or in connection with the termination of the Agreement in accordance with its terms) the TMAI Shareholders Shareholders’ Meeting without the consent of Avant!Parent (which shall not be unreasonably withheld). Subject to the provisions of Section 5.1 above, TMAI The Company shall use its commercially reasonable best efforts to obtain the consent or approval by vote of its Shareholders sufficient to approve this Agreement and to enable the Closing to occur as promptly as practicable, but the Company shall not be required to hire solicitation agents or have its personnel travel outside Austin, Texas and surrounding areas to solicit from shareholders of TMAI proxies in favor such approval. The Company shall give the Shareholders sufficient notice such that no Shareholder will be able to exercise dissenters’ rights if such Shareholder has not perfected such dissenters’ rights prior to Closing, pursuant to Articles 5.11 through 5.13 of the Merger and shall take all other action necessary or advisable to secure TBCA. The Company may postpone once such Shareholders’ Meeting, but not for a period exceeding ten (10) calendar days, in the vote or consent of shareholders required to effect event the Merger. Company receives a Superior Proposal within the ten (b10) Avant! shall promptly after business day period immediately preceding the date hereof take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Avant! Stockholders Meeting on or prior to November 30, 1997 or as soon thereafter as is practicable and in any event on the date within forty (40) days of the date on which Shareholder Meeting; provided that the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. Avant! shall consult with TMAI and use all reasonable best efforts to hold the Avant! Stockholders Meeting on the same day as the TMAI Shareholders Meeting and shall Company may not postpone or adjourn (other the Shareholder Meeting more than for the absence of a quorum) the Avant! Stockholders meeting without the consent of TMAI. Avant! shall use its best efforts once with respect to solicit from stockholders of Avant! proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to effect the Mergerany specific Superior Proposal.

Meeting of Shareholders. As promptly as practicable following the Initial Closing Date, the Company shall take such actions as are required (including by seeking specific performance of the Voting Support Agreement) to (a) TMAI shall duly notice and call a special meeting of the shareholders of the Company as promptly after as practicable following the date hereof take all action necessary in accordance with California Law and its Articles of Incorporation and Bylaws to convene the TMAI Shareholders Meeting on or prior to November 30, 1997 or as soon thereafter as is practicable and Initial Closing Date (but in any event on no later than 90 days following the date within forty Initial Closing) (40the “Special Meeting”), (b) days submit to the shareholders for approval at such meeting the appointment of a designee of the Purchaser to the Company’s board of directors, in each case, subject to the occurrence of the Initial Closing (the “Shareholder Approval Matters”) and (c) secure votes (including by proxy) from shareholders necessary in order to approve the Shareholder Approval Matters. Notwithstanding the foregoing, if the Company (A) reasonably determines that there are insufficient votes present and voting in favor of the Shareholder Approval Matters to approve the Shareholder Approval Matters, the Company shall adjourn or postpone the Special Meeting to a later date on which the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. TMAI shall consult with Avant! and time and use all commercially reasonable efforts to hold solicit the TMAI Shareholders Meeting necessary votes in advance of such adjourned or postponed Special Meeting, and shall not postpone or adjourn (other than for B) has previously obtained the absence approval of a quorum) the TMAI Shareholders Meeting without the any such Shareholder Approval Matters by written consent of Avant!the majority of the Company’s disinterested shareholders (provided that such approval by written consent has been approved by the TSX), then no such approval shall be sought at the Special Meeting. Subject to the provisions of Section 5.1 above, TMAI The Company shall use its reasonable best efforts to solicit from obtain (and deliver to Purchaser) Voting Support Agreements, executed by shareholders of TMAI proxies in favor representing a majority of the Merger and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Merger. (b) Avant! shall Common Shares, as promptly as practicable after the date hereof take all action necessary and, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Avant! Stockholders Meeting on or any event, prior to November 30, 1997 or as soon thereafter as is practicable and in any event on the date within forty (40) days of the date on which the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. Avant! shall consult with TMAI and use all reasonable best efforts to hold the Avant! Stockholders Meeting on the same day as the TMAI Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Avant! Stockholders meeting without the consent of TMAI. Avant! shall use its best efforts to solicit from stockholders of Avant! proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to effect the Mergerany Special Meeting.

Meeting of Shareholders. (a) TMAI As soon as practicable but in no event later than January 31, 1997, the Company shall promptly after convene a meeting of shareholders (the date hereof take all action necessary in accordance "Meeting") to consider and vote upon the Acquisition and the Acquisition Agreement. In the event that Hall Xxxxxxx Xxxx Xxxxxxxx & Xxxx LLP provides NewCo with California Law and its Articles of Incorporation and Bylaws to convene the TMAI Shareholders Meeting a written opinion on or prior to November 3018, 1997 or 1996 that the Company will be able to comply with the financial statement requirements of Rule 14a-3 promulgated under the Securities Exchange Act of 1934, as soon amended (the "Exchange Act"), in connection therewith, the Company shall have the right to include in the matters to be considered at the Meeting a proposal to elect a slate of nominees (which shall include Xxxxxxx) approved by the Company's Board of Directors and to refer to the Meeting as an annual meeting of shareholders. Promptly following the execution of the Acquisition Agreement, the Company shall prepare proxy materials for use in connection with the Meeting (the "Proxy Materials"), shall file preliminary copies of such Proxy Materials with the Securities and Exchange Commission (the "Commission") as promptly as practicable but in no event later than November 18, 1996 and thereafter finalize and mail such Proxy Materials to shareholders as is promptly as practicable but in no event later than December 31, 1996. The Company shall provide Xxxxxx and Xxxxxxx with drafts of the Proxy Materials and shall consider and resolve in any event good faith their comments on the date Proxy Materials if received within forty (40) days 48 hours after their receipt of the date on which the Registration Statement shall be declared effective by the SEC, unless otherwise mutually agreed by the parties hereto. TMAI shall consult with Avant! and use all reasonable efforts to hold the TMAI Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the TMAI Shareholders Meeting without the consent of Avant!. Subject to the provisions of Section 5.1 above, TMAI shall use its reasonable best efforts to solicit from shareholders of TMAI proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of shareholders required to effect the Mergersuch drafts. (b) Avant! shall promptly after In connection with the date hereof take all action necessary Meeting and provided that the Company has received the Fairness Opinion, Xxxxxxxx and Xxxxxx, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Avant! Stockholders Meeting on or prior to November 30, 1997 or their capacity as soon thereafter as is practicable and in any event on the date within forty (40) days directors of the date on which Company, shall in the Registration Statement shall be declared effective by Proxy Materials recommend to the SEC, unless otherwise mutually agreed by shareholders that the parties hereto. Avant! shall consult with TMAI and use all reasonable best efforts to hold the Avant! Stockholders Meeting on the same day as the TMAI Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Avant! Stockholders meeting without the consent of TMAI. Avant! shall use its best efforts to solicit from stockholders of Avant! proxies shareholders vote in favor of the Merger approval of the Acquisition and the adoption of the Acquisition Agreement and such recommendation shall take all other action necessary not be amended, modified or advisable to secure rescinded. (c) All fees and expenses payable in connection with the vote preparation of the Proxy Materials and the conduct of the Meeting (including any adjournments or consent of stockholders to effect postponements thereof) shall be borne by the MergerCompany.