Meeting of Stockholders of the Company. At the Special Meeting, if any, the Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the Merger. The Purchaser agrees that it shall vote, or cause to be voted, in favor of the Merger all Shares directly or indirectly beneficially owned by it.
Meeting of Stockholders of the Company. As soon as practicable, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing ther...
Meeting of Stockholders of the Company. In connection with the Special Meeting, if any, the Company shall, subject to the terms and conditions of this Agreement, use its reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger, and shall take all other action necessary or, in the reasonable opinion of Purchaser, advisable to secure any vote or consent of such stockholders required by the DGCL and the Company's Certificate of Incorporation to effect the Merger. Purchaser agrees that it shall vote, or cause to be voted, in favor of the Merger all Shares directly or indirectly beneficially owned by it.
Meeting of Stockholders of the Company. (a) If required by applicable law in order to consummate the Merger, following the purchase of and payment for Shares by Purchaser pursuant to the Offer, the Company shall promptly take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and By-Laws to convene the Company Stockholders Meeting. The Company shall use its best efforts to (36) 42 solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of the Purchaser, advisable to secure any vote or consent of stockholders required by Delaware Law to effect the Merger. The Purchaser agrees that it shall vote, or cause to be voted, in favor of the Merger all Shares directly or indirectly beneficially owned by it.
(b) Notwithstanding Section 6.2(a) hereof, in the event that Purchaser, the Merger Sub or any other Subsidiary of Purchaser acquires at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree, at the request of Purchaser or Merger Sub, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 253 of Delaware Law without a meeting of stockholders of the Company as soon as practicable after the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer.
Meeting of Stockholders of the Company. In connection with the Special Meeting, if any, the Company shall use its commercial best efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement, and shall take all other action necessary or, in the reasonable opinion of Purchaser, advisable to secure any vote or consent of such stockholders required by the DGCL and the Company Certificate to effect the Merger; provided, however, that the Company shall have no obligation to solicit proxies (or take any other action advisable to secure any vote or consent of holders of Class A Shares) if, following acceptance for payment of Shares in the Offers, the Company Board of Directors makes a Company Change in Recommendation in connection with a Superior Proposal. The Purchaser agrees that it shall vote, or cause to be voted, in favor of the adoption of this Agreement all Shares directly or indirectly beneficially owned by it.
Meeting of Stockholders of the Company. If, following the Tender Completion Time, the adoption of this Agreement by the holders of Shares is required under the DGCL in order to consummate the Merger, the Company shall take all actions in accordance with applicable Law, the Company’s certificate of incorporation and bylaws to promptly and duly call, give notice of, convene and hold as promptly as practicable, a Special Meeting. For purposes of this Agreement, the term “Tender Completion Time” means the latest to occur of (a) the Acceptance Time, (b) the closing of the purchase of the Top-Up Shares or the failure by Sub to exercise the Top-Up Option during the exercise period provided in Section 1.10 and (c) if at least one subsequent offering period is commenced by Sub, the expiration of the last subsequent offering period related to the Offer.
Meeting of Stockholders of the Company. If, following the Tender Completion Time, the adoption of this Agreement by the holders of Shares is required under the DGCL in order to consummate the Merger, the Company shall take all actions in accordance with applicable Law, the Company’s certificate of incorporation and bylaws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, a Special Meeting. For purposes of this Agreement, the term “Tender Completion Time” means the latest to occur of (x) the Acceptance Time, (y) the closing of the purchase of the Top-Up Shares or the failure by Sub to exercise the Top-Up Option during the exercise period provided in Section 1.10 and (z) if at least one subsequent offering period is commenced by Sub, the expiration of the last subsequent offering period related to the Offer.
Meeting of Stockholders of the Company. If, following the Tender Completion Time, the adoption of this Agreement by the holders of Shares is required under the DGCL in
Meeting of Stockholders of the Company. Promptly after execution and -------------------------------------- delivery of this Agreement, the Company shall take all action necessary, in accordance with the MBCL and its Articles of Organization and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to --------------- consider and vote upon this Agreement and the Merger. The Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of such adoption and approval and to take all other action necessary to secure the vote or consent of stockholders required by the MBCL to effect the Merger. At the Special Meeting, Parent and its direct and indirect Subsidiaries shall vote, or cause to be voted, all of the Shares then owned by Parent and its direct and indirect Subsidiaries in favor of the Merger.
Meeting of Stockholders of the Company. Following the consummation of the Offer, the Company shall promptly take all action necessary in accordance with Delaware Law and the Company's Restated Certificate of Incorporation, as amended ("Restated Certificate") and By-Laws to convene the Company Stockholders' Meeting, if such meeting is required. The stockholder vote required for approval of the Merger will be no greater than that set forth in Delaware Law. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of stockholders required by Delaware Law to effect the Merger. Notwithstanding the foregoing, if Purchaser or any other subsidiary of Parent shall acquire at least 90 percent of the outstanding Shares on a fully diluted basis, and provided that the conditions set forth in Article VII shall have been satisfied or waived, the Company shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the stockholders of the Company, in accordance with Section 253 of Delaware Law.
