Common use of Meeting of the Company Stockholders Clause in Contracts

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Nevada Law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles of Incorporation and By-Laws, and all other applicable Laws. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement. (b) Subject to Section 6.02(c): (i) the Board of Directors of the Company shall unanimously recommend that the Company's stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to Parent (a "Notice of Superior Offer") advising Parent that the Company has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within three (3) Business Days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company Board by a majority vote determines in its good faith judgment to be at least as favorable to the Company's Stockholders as such Superior Offer (it being agreed that the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to properly discharge its fiduciary obligations to the Company's Stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 4.03 or this Section 6.02. The Company shall provide Parent with at least three (3) Business Days prior notice (or such lesser prior notice as provided to the members of the Company's Board of Directors but in no event less than twenty-four hours) of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Acquisition Proposal. For purposes of this Agreement, "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer or exchange offer followed with reasonable promptness by a cash-out merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, or (iii) the sale or disposition of all or substantially all the assets of the Company to a third party, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment, to be more favorable to the Company stockholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the reasonable judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the The Company will shall take all action necessary customary actions in accordance with Nevada Law applicable law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles Certificate of Incorporation and By-LawsLaws to seek (i) stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before June 30, 1998 (the "Annual Meeting") of the issuance and sale of the Shares and the issuance of the Underlying Shares as contemplated hereby; (ii) the election at or immediately following the Annual Meeting of a Board of Directors consisting of a total of five members (or seven members if requested in writing by the Purchasers prior to the filing with the Securities and Exchange Commission of proxy materials in respect of the Annual Meeting) meeting the requirement (the "Board Composition Requirement") that one of such members shall be designated by Lee X. Xxxxx, xxe of such members shall be designated by Paymentech Merchant Services, Inc. and the remaining members shall be designated by the Purchasers, acting jointly, and all other applicable Laws. The (iii) stockholder approval of an amendment of the Company's obligation Certificate of Incorporation to call, give notice of, convene and hold eliminate the Company Stockholders' Meeting in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation classification of the Board of Directors so that, following such amendment, the entire Board of the Company with respect Directors shall be elected at each annual meeting of stockholders. Subject to the Merger and/or exceptions hereinafter set forth in this Agreement. (b) Subject to Section 6.02(c): (i) 4(c), the Board of Directors of the Company shall unanimously recommend that such approval and the Company shall solicit such approval in accordance with its customary practices. The proxy statement soliciting proxies in connection with such meeting shall not be filed, and no amendment or supplement to the proxy statement will be made by the Company's stockholders vote in favor of , without prior consultation with the Purchasers and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor their counsel. Notwithstanding any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes other provision of this Agreement, said recommendation prior to the approval of this Agreement by the stockholders of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent Company, if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined belowhereinafter defined) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to Parent (a "Notice of Superior Offer") advising Parent that the Company has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within three (3) Business Days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company Board by a majority vote determines in its good faith judgment to be at least as favorable to the Company's Stockholders as such Superior Offer (it being agreed that the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes may, in light of the Superior Offer, to the extent it determines in good faith, after consultation with its outside legal counsel, thatthat it is required to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, in light withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby and/or approve or recommend such Superior Offer, in each case at any time after the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of fourth business day following written notice by the Company to properly discharge its fiduciary obligations to the Company's Stockholders under applicable Law and (v) Purchasers advising the Company shall not have violated any of the restrictions set forth in Section 4.03 or this Section 6.02. The Company shall provide Parent with at least three (3) Business Days prior notice (or such lesser prior notice as provided to the members of the Company's Board of Directors but in no event less than twenty-four hours) of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Acquisition Proposal. For purposes of this Agreement, "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer or exchange offer followed with reasonable promptness by a cash-out merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, or (iii) the sale or disposition of all or substantially all the assets of the Company to a third party, in each case on terms Purchasers that the Board of Directors of the Company determines, in its reasonable judgment, to be more favorable to the Company stockholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the reasonable judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.of

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Nevada Law the Delaware Law, the California Corporations Code ("California Law") and its Articles Certificate of Incorporation and ByLaws Bylaws to call, notice, convene a meeting of and hold the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable Lawlaw) within 45 no more than ten (10) days after the declaration California Commissioner of effectiveness Corporations has issued a permit declaring the Permit Application, Hearing Request and Hearing Notice with respect to the Merger effective, for the purpose of voting upon approval of this Agreement and the Registration StatementMerger. Subject to Section 6.02(c) hereof, the The Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger Merger, and will use its commercially reasonable efforts to take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada the rules of California Law and Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Company Stockholders' Meeting. The Company shall will use its commercially reasonable efforts to ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, solicited in compliance with Nevada the Delaware Law, the Company's Articles California Law, its Certificate of Incorporation and By-LawsBylaws, and all other applicable Lawslegal requirements. The Company's obligation to call, give notice of, convene convene, hold and hold conduct the Company Stockholders' Meeting in accordance with this Section 6.02(a5.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposalproposal by a third party to acquire the Company, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or Company Stockholders to approve this AgreementAgreement and the Merger. (b) Subject to Section 6.02(c): (i) the The Board of Directors of the Company shall unanimously recommend that the Company's stockholders Company Stockholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; (ii) , the Prospectus/Proxy Information Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders Company Stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; , and (iii) neither the Board of Directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) the Company shall have provided written notice to Parent (a "Notice of Superior Offer") advising Parent that the Company has received a Superior Offer, specifying the material terms and conditions of such Superior Offer and identifying the person or entity making such Superior Offer, (iii) Parent shall not have, within three (3) Business Days of Parent's receipt of the Notice of Superior Offer, made an offer that the Company Board by a majority vote determines in its good faith judgment to be at least as favorable to the Company's Stockholders as such Superior Offer (it being agreed that the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to properly discharge its fiduciary obligations to the Company's Stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 4.03 or this Section 6.02. The Company shall provide Parent with at least three (3) Business Days prior notice (or such lesser prior notice as provided to the members of the Company's Board of Directors but in no event less than twenty-four hours) of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Acquisition Proposal. For purposes of this Agreement, "Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer or exchange offer followed with reasonable promptness by a cash-out merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, or (iii) the sale or disposition of all or substantially all the assets of the Company to a third party, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment, to be more favorable to the Company stockholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the reasonable judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the The Company will shall take all action necessary customary actions in accordance with Nevada Law applicable law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles Certificate of Incorporation and By-LawsLaws to seek (i) stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before June 30, 1998 (the "Annual Meeting") of the issuance and sale of the Shares and the issuance of the Underlying Shares as contemplated hereby; (ii) the election at or immediately following the Annual Meeting of a Board of Directors consisting of a total of five members (or seven members if requested in writing by the Purchasers prior to the filing with the Securities and Exchange Commission of proxy materials in respect of the Annual Meeting) meeting the requirement (the "Board Composition Requirement") that one of such members shall be designated by Lee H. Stein, one of such members shall be designated by Paymentech Mercxxxx Xxxxxxxs, Inc. and the remaining members shall be designated by the Purchasers, acting jointly, and all other applicable Laws. The (iii) stockholder approval of an amendment of the Company's obligation Certificate of Incorporation to call, give notice of, convene and hold eliminate the Company Stockholders' Meeting in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation classification of the Board of Directors so that, following such amendment, the entire Board of the Company with respect Directors shall be elected at each annual meeting of stockholders. Subject to the Merger and/or exceptions hereinafter set forth in this Agreement. (b) Subject to Section 6.02(c): (i) 4(c), the Board of Directors of the Company shall unanimously recommend that such approval and the Company shall solicit such approval in accordance with its customary practices. The proxy statement soliciting proxies in connection with such meeting shall not be filed, and no amendment or supplement to the proxy statement will be made by the Company's stockholders vote in favor of , without prior consultation with the Purchasers and adopt and approve this Agreement and approve the Merger at the Company Stockholders' Meeting; (ii) the Prospectus/Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has unanimously recommended that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Stockholders' Meeting; and (iii) neither the Board of Directors of the Company nor their counsel. Notwithstanding any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, the unanimous recommendation of the Board of Directors of the Company that the Company's stockholders vote in favor of and adopt and approve this Agreement and the Merger. For purposes other provision of this Agreement, said recommendation prior to the approval of this Agreement by the stockholders of the Board of Directors shall be deemed to have been modified in a manner adverse to Parent Company, if said recommendation shall no longer be unanimous, provided that, for all purposes of this Agreement, an action by any Board of Directors or committee thereof shall be unanimous if each member of such Board of Directors or committee has approved such action other than (i) any such member who has appropriately abstained from voting on such matter because of an actual or potential conflict of interest and (ii) any such member who is unable to vote in connection with such action as a result of death or disability. (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its unanimous recommendation in favor of the Merger if (i) a Superior Offer (as defined belowhereinafter defined) is made to the Company and is not withdrawn, (ii) the Board of Directors of the Company shall have provided may, in light of the Superior Offer, to the extent it determines in good faith, after consultation with outside legal counsel, that it is required to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, withdraw or modify its approval or recommendation of this Agreement and the transactions contemplated hereby and/or approve or recommend such Superior Offer, in each case at any time after the fourth business day following written notice by the Company to Parent the Purchasers advising the Purchasers that the Board of Directors has received a Superior Offer and specifying the material terms and structure of the Superior Offer (a "Notice of Superior Offer") advising Parent that ). In addition, if the Company has received Board of Directors proposes to withdraw or adversely modify its approval or recommendation of the transactions contemplated hereby or to approve or recommend a Superior Offer, specifying the material terms Company shall make effective provision to ensure that there shall be cash available to pay the Termination Fee (as defined in Section 8(f)) within the time period and conditions of in the manner provided in Section 8(f). In such event, the Company may refrain from soliciting proxies from its stockholders with respect to this Agreement and the transactions contemplated thereby, in which event, however, the Company shall, subject to compliance with applicable law, include in the proxy statement mailed by the Company to its stockholders with respect to the meeting at which the Superior Offer is to be considered by stockholders, proxy materials that have been prepared by the Purchasers. Nothing contained herein shall prohibit the Company from taking and identifying disclosing to its stockholders a position contemplated by Rule 14d-9(e) under the person or entity making such Superior Offer, (iii) Parent shall not have, within three (3) Business Days of ParentExchange Act prior to the fourth business day following Purchaser's receipt of the a Notice of Superior Offer, made an offer provided that the Company Board by a majority vote determines in does not withdraw or modify its good faith judgment to be at least as favorable position with respect to the Company's Stockholders as such Superior Offer (it being agreed that the Company Board shall convene a meeting to consider any such offer by Parent promptly following the receipt thereof), (iv) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Offer, the withholding, withdrawal, amendment transactions contemplated hereby or modification of such recommendation is required in order for the Board of Directors of the Company to properly discharge its fiduciary obligations to the Company's Stockholders under applicable Law and (v) the Company shall not have violated any of the restrictions set forth in Section 4.03 approve or this Section 6.02. The Company shall provide Parent with at least three (3) Business Days prior notice (or such lesser prior notice as provided to the members of the Company's Board of Directors but in no event less than twenty-four hours) of any meeting of the Company's Board of Directors at which the Company's Board of Directors is reasonably expected to consider any Acquisition Proposal. For purposes of this Agreement, "Superior Offer" shall mean recommend an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger or consolidation involving the Company pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction, (ii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or a two step transaction involving a tender offer or exchange offer followed with reasonable promptness by a cash-out merger involving the Company), directly or indirectly, of ownership of 100% of the then outstanding shares of capital stock of the Company, or (iii) the sale or disposition of all or substantially all the assets of the Company to a third party, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment, to be more favorable to the Company stockholders than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "Superior Offer" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the reasonable judgment of the Company's Board of Directors to be obtained by such third party on a timely basisAlternative Transaction.