Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. Company (and, if a Parent Stockholders ----------------------- Meeting is required to be held hereunder, Parent) shall promptly after the date hereof take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws, each as amended, to convene the Company Stockholders Meeting (or Parent Stockholders Meeting, as the case may be) within forty-five (45) days of the Registration Statement being declared effective by the SEC (or, as applicable, the Proxy Statement relating to the Parent Stockholders Meeting is cleared by the SEC). Company and Parent shall consult with each other regarding the date of the Company Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from stockholders of Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger, provided that such -------- solicitation efforts need not be made (although all efforts required to hold the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the event that Parent is required to seek the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the increase in authorized capital stock described in Section 6.1(a), provided that such solicitation efforts need -------- not be made, and the Parent Stockholders Meeting need not be held, if there is a notice of termination of this Agreement pursuant hereto.

Meeting of Stockholders. Company (and, if a Parent Stockholders ----------------------- Meeting is required to be held hereunder, Parent) shall promptly Promptly after the date hereof hereof, each of Parent and the Company will take all action necessary or advisable in accordance with Delaware Law and its certificate respective Certificate of incorporation Incorporation and bylawsBylaws to call, each as amended, to hold and convene the Company Stockholders Stockholders’ Meeting (or and the Parent Stockholders MeetingStockholders’ Meeting to consider, as in the case of Parent, the Charter Amendment (which shall not be conditioned on any other proposal that may bebe set forth in the Joint Proxy Statement/Prospectus) within forty-five and the Share Issuance (45) days which shall be conditioned on the approval of the Registration Statement being declared effective by Charter Amendment but shall not be conditioned on any other proposal that may be set forth in the SEC (orJoint Proxy Statement/Prospectus), as applicable, and in the Proxy Statement relating to the Parent Stockholders Meeting is cleared by the SEC). Company and Parent shall consult with each other regarding the date case of the Company Stockholders Meeting adoption of this Agreement and any approval of Merger I, respectively (each, a “Stockholders’ Meeting”), to be held as promptly as practicable. Subject to Section 5.3(d), each of Parent Stockholders Meeting. and the Company shall will use its commercially reasonable efforts to solicit from its respective stockholders of Company proxies in favor of, in the case of Parent, the Charter Amendment and the Share Issuance and, in the case of the Company, the adoption of this Agreement and approval of Merger I, and shall will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to effect obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the Mergercontrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to facilitate the provision of any necessary supplement or amendment to the Joint Proxy Statement/Prospectus provided to its respective stockholders in advance of the vote to be taken at such meeting or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that such -------- solicitation efforts need its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or the Company, as the case may be, to call, give notice of, convene and hold its Stockholders’ Meeting in accordance with this Section 5.2(a) shall not be made limited to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (although all efforts required as defined in Section 5.3(g)) with respect to hold it, or by any withdrawal, amendment or modification of the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made and Company and Company's recommendation of its Board of Directors withdraw or modify such recommendation in compliance withany Committee thereof with respect to Merger I, and otherwise have complied in all respects withthis Agreement, Section 4.4. In the event that Parent is required to seek Share Issuance and/or the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the increase in authorized capital stock described in Section 6.1(a), provided that such solicitation efforts need -------- not be made, and the Parent Stockholders Meeting need not be held, if there is a notice of termination of this Agreement pursuant heretoCharter Amendment.

Meeting of Stockholders. The Company (and, if a Parent Stockholders ----------------------- Meeting is required to be held hereunder, Parent) shall promptly after the date hereof take all action actions ----------------------- necessary in accordance with Delaware Law the DGCL and its certificate Certificate of incorporation Incorporation and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, each as amended, to convene through the Company Stockholders Meeting (or Parent Stockholders MeetingBoard, as recommend to its stockholders approval of such matters subject to the case may be) within forty-five (45) days provisions of the Registration Statement being declared effective by Section 4.4(b). The Company shall promptly prepare and file with the SEC (or, as applicable, the Proxy Statement relating for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the Parent Stockholders Meeting is cleared by provisions of Section 4.4(b), shall include the SEC). Company and Parent shall consult with each other regarding the date recommendation of the Company Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from Board that stockholders of the Company proxies vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and shall take to consummate the other transactions contemplated by this Agreement and will pay all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Mergerexpenses incident thereto, provided that such -------- solicitation efforts need not be made (although all efforts required to hold the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made shall cooperate with Parent in obtaining such permits and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the event that Parent is required to seek the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the increase in authorized capital stock described in Section 6.1(a), provided that such solicitation efforts need -------- not be made, and the Parent Stockholders Meeting need not be held, if there is a notice of termination of this Agreement pursuant heretoapprovals as reasonably requested."

Meeting of Stockholders. Company Purchaser shall (andi) establish a record date for a special general meeting of the its stockholders (the “Purchaser Stockholders Meeting”) for the purpose of seeking the Purchaser Stockholder Approval, if a Parent Stockholders ----------------------- Meeting is required to which record date shall be held hereunder, Parent) shall as promptly after as possible following the date hereof take all action necessary in accordance with Delaware Law hereof, (ii) duly convene and its certificate give notice of incorporation and bylaws, each as amended, to convene the Company Purchaser Stockholders Meeting as promptly as practicable and mail a proxy statement (such proxy statement and any amendment thereof or Parent supplement thereto, the “Proxy Statement”) to the stockholders of Purchaser and (iii) hold the Purchaser Stockholders Meeting, as the case may be) within forty-five (45) days of the Registration Statement being declared effective by the SEC (or, as applicable, the Proxy Statement relating to the Parent Stockholders Meeting is cleared by the SEC). Company and Parent shall consult with each other regarding the date of the Company Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from stockholders of Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger, provided that such -------- solicitation efforts need not be made (although all efforts required to hold the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the event that Parent is required to seek the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor the Purchaser Stockholder Approval. Purchaser shall schedule the Purchaser Stockholders Meeting to be held within forty (40) days of the increase in authorized capital stock described in Section 6.1(a)initial mailing of the Proxy Statement; provided, provided however, that such solicitation efforts need -------- not be madePurchaser may postpone, and recess or adjourn the Parent Purchaser Stockholders Meeting need not be held(i) with the consent of the Seller, (ii) to ensure that any required supplement or amendment to the Proxy Statement is provided to the stockholder of Purchaser within a reasonable amount of time in advance of the Purchaser Stockholders Meeting, (iii) if there is are not sufficient affirmative votes in person or by proxy at such meeting to constitute a notice quorum or to obtain the Purchaser Stockholder Approval, to allow reasonable additional time for solicitation of termination proxies for purposes of this Agreement pursuant heretoobtaining a quorum or the Purchaser Stockholder Approval, as applicable, or (iv) as may be required by applicable Law or the charter documents of Purchaser.

Meeting of Stockholders. Company (and, if a Parent Stockholders ----------------------- Meeting is required to be held hereunder, Parent) shall promptly after the date hereof take all action necessary in accordance with Delaware Law and its certificate of incorporation and bylaws, each as amended, to convene the Company Stockholders Meeting (or Parent Stockholders Meeting, as the case may be) within forty-five (45) days of the Registration Statement being declared effective by the SEC (or, as applicable, the Proxy Statement relating to the Parent Stockholders Meeting is cleared by the SEC). Company and Parent shall consult with each other regarding the date of the Company Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from stockholders of Company proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger, provided that such -------- solicitation efforts need not be made (although all efforts required to hold the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the event that Parent is required to seek the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the increase in authorized capital stock described in Section 6.1(a), provided that such solicitation efforts need -------- not be made, and the Parent Stockholders Meeting need not be held, if there is a notice of termination of this Agreement pursuant hereto.Parent