Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of 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, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash 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 to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary Company, acting through its Board of Directors, shall, in accordance with the DGCL and its Certificate certificate of Incorporation incorporation and bylaws to bylaws, promptly and duly call call, give notice of, convene and hold a meeting of its stockholders as promptly soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to consider do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and vote upon recommend that the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption hereby be approved and approval of the transactions contemplated by this Agreement shall be the vote required adopted by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote and include in the Registration Statement and Proxy Statement a copy of such recommendations; PROVIDED, HOWEVER, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash 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 to consummate secure the other transactions contemplated vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedMerger.

Meeting of Stockholders. The Unless the Merger is consummated in accordance with Section 253 of the Delaware Law as contemplated by Section 5.5(c), and subject to applicable Law, promptly following the purchase of shares of Company shall take all ----------------------- actions necessary Common Stock pursuant to the Offer, Company, acting through the Company Board, shall, in accordance with the DGCL and its Certificate of Incorporation and bylaws to Delaware Law, duly call give notice ofcall, convene and hold a meeting of its the stockholders as promptly as practicable to consider of Company (the "Company Stockholder Meeting") for the purpose of approving the Merger and vote upon adopting the adoption agreement of merger (within the meaning of Section 251 of the Delaware Law) set forth in this Agreement and approval of shall submit this Agreement and the transactions contemplated herebyMerger to Company stockholders for approval at such meeting. The stockholder Prior to the Effective Time, Parent shall not sell, transfer or otherwise dispose of any shares of Company Common Stock acquired by it, directly or indirectly, pursuant to the Offer, and in connection with the Company Stockholder Meeting, if required, Parent shall vote such shares of Company Common Stock (or cause such shares to be voted) in favor of the Merger and the agreement of merger set forth in this Agreement and shall take all such actions as may be required for to consummate the adoption Merger. Company shall use best efforts to solicit from its stockholders proxies, and shall take all other action necessary and advisable, to secure the vote of stockholders required by the Delaware Law and Company's certificate of incorporation or bylaws to obtain the approval for, and the approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL Merger and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote adoption of the holders agreement of Shares approving the Merger, whichmerger set forth in this Agreement. Company agrees that, subject to the provisions of Section 4.4(b)its fiduciary duties, it shall include in the Company Proxy Statement the recommendation of the Company Board that the stockholders of the Company vote in favor of the approval approve and adoption of adopt this Agreement and the written opinion of the Financial Advisor that the cash 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 to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedMerger.

Meeting of Stockholders. The (a) If the approval by Company's stockholders of this Agreement and the Merger (the "Stockholder Approval") is required by Law, Company shall shall, as promptly as reasonably practicable after the expiration of the Offer in accordance with the terms of Section 1.1, take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws Bylaws to duly call give notice of, convene and hold a special meeting of Company's stockholders to act on this Agreement (the "Company Stockholders Meeting"). Company shall solicit from its stockholders as promptly as practicable proxies in favor of the approval and adoption of this Agreement. At the time of the Company Stockholders Meeting, Acquiror and Merger Sub shall cause all shares of Company Common Stock then owned beneficially or of record by them to consider be voted in favor of approval and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for Subject to the adoption and approval fiduciary duties of the transactions contemplated by Board of Directors at Company under applicable Law, the Company Proxy Statement shall include a statement to the effect that the Board of Directors of Company recommends that Company's stockholders vote to approve this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through Merger at the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include Stockholders Meeting (the recommendation of the Board of Directors of Company Board that Company's stockholders vote to approve this Agreement being referred to as the "Merger Recommendation"). (b) Notwithstanding the foregoing, if Merger Sub shall acquire 90% or more of the then outstanding shares of Company vote in favor of Common Stock, the approval parties shall take all necessary and adoption of this Agreement and appropriate actions to cause the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company Merger, pursuant to the Merger is fair terms thereof, 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 become effective as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to acquisition without a meeting of the stockholders of Company and otherwise in accordance with Section 253 of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required DGCL (including, without limitation adoption by the board of directors of Merger Sub of a short-form plan of merger in connection accordance with the Merger DGCL and to consummate consistent with the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that terms of the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedMerger).

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary Company, acting through its Board of Directors, shall, in accordance with the DGCL and its Certificate certificate of Incorporation incorporation and bylaws to bylaws, promptly and duly call call, give notice of, convene and hold a meeting of its stockholders as promptly soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to consider do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and vote upon recommend that the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption hereby be approved and approval of the transactions contemplated by this Agreement shall be the vote required adopted by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash 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 to consummate secure the other transactions contemplated vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedMerger.

Meeting of Stockholders. The Following execution of this Agreement, the Company shall will take all ----------------------- actions action necessary in accordance with applicable law, the DGCL Company Charter and its Certificate of Incorporation and bylaws the Company Bylaws to duly call give notice of, convene and hold a meeting of its stockholders the Company Stockholders as promptly as practicable to consider and vote upon the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The meeting of the Company Stockholders shall be duly called with written notice thereof to be given and approval a summary of this Agreement and the transactions contemplated hereby. The stockholder vote required any other relevant disclosure information to be provided in accordance with applicable law for the adoption and approval purpose 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, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of voting upon the approval and adoption of this Agreement and Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to obtain the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders consent, in lieu of the Company pursuant Stockholders' meeting, of the Company Stockholders to the approval and adoption of this Agreement, the Merger is fair to such stockholders from a financial point of viewand, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The Company Board shall use all reasonable efforts to have recommend approval and adoption of this Agreement, the Proxy Statement cleared Merger and, if approval is so required by applicable law or the Company Charter or Company Bylaws, the other Transactions by the SEC as promptly as practicable after such filingCompany Stockholders. In connection with the Company Stockholders' meeting or, and promptly thereafter mail if permitted by applicable law or the Proxy Statement to Company Charter or Company Bylaws, the stockholders solicitation of written 42 consents in lieu thereof, the Company. Parent shall Company will use all reasonable its best efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions and will otherwise comply with all necessary state securities law legal requirements applicable to the Company Stockholders' meeting or "blue sky" permits the solicitation of written consents in lieu thereof. The Parent shall have the right to review and approvals required approve such disclosure information, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not call such meeting, or solicit such written consent in connection with lieu thereof, prior to obtaining from all Company Stockholders who may receive Parent Company Stock in the Merger and delivering to consummate Parent, a written Company Stockholder representation letter in the other transactions contemplated by this Agreement and will pay all expenses incident theretoform set forth as EXHIBIT B hereto, provided that which representation letter sets forth such Company Stockholder's status as an "accredited investor" within the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedmeaning of the Securities Law.

Meeting of Stockholders. The Company shall take all ----------------------- actions action necessary in accordance with the DGCL Delaware Law and its Certificate of Incorporation and bylaws Bylaws to duly call call, give notice of, convene and hold a meeting of its the Company Stockholders at which such stockholders will consider and vote on a proposal to adopt this Agreement and approve the Merger (the “Company Stockholders Meeting”) as promptly as practicable after the Execution Date, and in any event (to consider and vote the extent permissible under applicable Law) within twenty (20) business days after the date upon which 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, through Proxy Statement is first mailed to the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b)Stockholders. The Company shall promptly prepare and file with the SEC mail the Proxy Statement for to the solicitation of a vote Company Stockholders within five (5) days after the date on which the SEC has indicated its clearance of the holders of Shares approving Proxy Statement. The Company shall also consult with Parent regarding the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation date of the Company Board that Stockholders Meeting and, except as may be required by applicable Law, shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the consent of Parent unless this Agreement is first terminated pursuant to Article VII. Subject to Section 4.3, the Company shall use reasonable best efforts to solicit from stockholders of the Company vote proxies in favor of the approval and adoption of this Agreement and the written opinion approval of the Financial Advisor that the cash consideration to be received Merger, and shall take all other action required by the stockholders rules of the NASDAQ GlobalSelect Market, the Delaware Law and all other applicable Law to secure the vote or consent of the Company pursuant Stockholders to effect the Merger is fair Merger. Unless this Agreement has been terminated in accordance with Section 7.1, the obligation of the Company to such stockholders from a financial point of view. The hold the Company Stockholders Meeting shall use all reasonable efforts to have not be limited or otherwise affected by any change in the Proxy Statement cleared Company Board Recommendation or by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement commencement of any offer or other transaction relating 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 to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedany Takeover Proposal.