Common use of Meeting of Stockholders of the Company Clause in Contracts

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. (a) If required by applicable law Law in order to consummate the Merger, following the purchase of and payment for Shares by Purchaser pursuant to the OfferOffer Completion Date, 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 the -------------- Purchaser, the Merger Sub or any other Subsidiary of the 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 Subthe Purchaser, 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 OfferOffer Completion Date.

Meeting of Stockholders of the Company. (a) If required by applicable law in order to consummate Following the Merger, following the purchase -------------------------------------- consummation 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 the Restated Certificate of Incorporation and By-Laws to convene the Company Stockholders 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 (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 PurchaserParent, advisable to secure any vote or consent of stockholders required by Delaware Law to effect the Merger. The Notwithstanding the foregoing, if 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 subsidiary of Purchaser acquires Parent shall acquire at least 90% 90 percent of the outstanding Shares pursuant to on a fully diluted basis, and provided that the Offer conditions set forth in Article VII shall have been satisfied or otherwisewaived, the parties hereto agreeCompany shall, at the request of Purchaser or Merger SubParent, to 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 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 OfferLaw.

Meeting of Stockholders of the Company. (a) If required by applicable law Law in order to consummate the Merger, following the purchase of and payment for Shares by Purchaser pursuant to the OfferOffer Completion Date, 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 SECTION 6.2(a) hereof, in the event that the Purchaser, the Merger Sub or any other Subsidiary of the 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 Subthe Purchaser, 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 OfferOffer Completion Date.