Common use of Meeting of the Stockholders Clause in Contracts

Meeting of the Stockholders. (a) The Company will take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders to consider and vote upon the approval of this Agreement and the Merger and such other matters as may be necessary to effectuate the Transactions (the "Meeting"), if necessary to comply with applicable law, as promptly as practicable after the expiration of the Offer. The Purchaser Companies will vote all Shares over which they exercise voting control in favor of this Agreement and the Merger. (b) The Board of Directors of the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, -------- ------- that the Board of Directors of the Company at any time prior to the time of acceptance for payment of at least a majority of Shares pursuant to the Offer may withdraw, modify or change any such recommendations to the extent that the Board of Directors of the Company (i) determines in good faith after consultation with and based upon the advice of independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable law and (ii) the Company has received in writing a Superior Proposal (as defined below), which is then pending, which the Board of Directors of the Company has determined to recommend to the stockholders of the Company. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal relating to a Competing Transaction (as hereinafter defined) made by a third party on terms which the Board of Directors of the Company determines in its good faith judgment (based upon the advice of a financial advisor of nationally recognized reputation) to be more financially favorable to the Company's stockholders than the Offer and the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment (based upon the advice of a financial advisor of nationally recognized reputation) of the Board of Directors of the Company, is reasonably capable of being financed by such third party. The Company agrees that it shall notify Purchaser at least forty-eight hours prior to taking any action with respect to such Superior Proposal or taking any action with respect to the withdrawal, modification or change of its recommendation for approval of this Agreement, the Merger or the Transactions. Notwithstanding anything to the contrary contained in this Agreement, any such withdrawal, modification or change of recommendation in accordance with the provisions of this Section 6.1(b) shall not constitute a breach of this Agreement by the Company. (c) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company. (d) If required by applicable law, as soon as practicable after the expiration of the Offer, the Company shall file with the SEC a proxy statement (the "Proxy Statement") and form of proxy relating to the Merger, which shall comply as to form with all applicable laws. The Company shall obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement and form of proxy to be mailed to the Company's stockholders at the earliest practicable date. Purchaser and Merger Sub shall cooperate in the preparation of the Proxy Statement and shall furnish the Company with all information with respect to itself, and its directors, officers, stockholders and Subsidiaries, as may be required for inclusion in the Proxy Statement. The Company agrees, as to information with respect to the Company, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, and Purchaser agrees, as to information with respect to Purchaser, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, that such information, at the date the Proxy Statement is mailed and (as then amended or supplemented) at the time of the Meeting, will not be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Purchaser and its counsel shall be given an opportunity to review the Proxy Statement, and all amendments or supplements thereof, prior to their being filed with the SEC and the Company shall not make any such filing without the approval of Purchaser (which shall not be unreasonably withheld). The Company will advise Purchaser, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and proposed responses thereto or requests by the SEC for additional information.

Meeting of the Stockholders. (a) The Company will take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders to consider and vote upon the approval of this Agreement and the Merger and such other matters as may be necessary to effectuate the Transactions (the "Meeting"), if necessary to comply with applicable law, as promptly as practicable after the expiration of the Offer. The Purchaser Companies will vote all Shares over which they exercise voting control in favor of this Agreement and the Merger. (b) The Board of Directors of the Company shall recommend such approval and take all lawful action to solicit such approval; provided, however, -------- ------- that the Board of Directors of the Company at any time prior to the time of acceptance for payment of at least a majority of Shares pursuant to the Offer may withdraw, modify or change any such recommendations to the extent that the Board of Directors of the Company (i) determines in good faith after consultation with and based upon the advice of independent legal counsel that the failure to so withdraw, modify or change its recommendation would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable law and (ii) the Company has received in writing a Superior Proposal (as defined below), which is then pending, which the Board of Directors of the Company has determined to recommend to the stockholders of the Company. For purposes of this Agreement, a "Superior Proposal" means any bona fide proposal relating to a Competing Transaction (as hereinafter defined) made by a third party on terms which the Board of Directors of the Company determines in its good faith judgment (based upon the advice of a financial advisor of nationally recognized reputation) to be more financially favorable to the Company's stockholders than the Offer and the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment (based upon the advice of a financial advisor of nationally recognized reputation) of the Board of Directors of the Company, is reasonably capable of being financed by such third party. The Company agrees that it shall notify Purchaser at least forty-eight hours prior to taking any action with respect to such Superior Proposal or taking any action with respect to the withdrawal, modification or change of its recommendation for approval of this Agreement, the Merger or the Transactions. Notwithstanding anything to the contrary contained in this Agreement, any such withdrawal, modification or change of recommendation in accordance with the provisions of this Section 6.1(b) shall not constitute a breach of this Agreement by the Company. (c) Notwithstanding the foregoing, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company. (d) If required by applicable law, as soon as practicable after the expiration of the Offer, the Company shall file with the SEC a proxy statement (the "Proxy Statement") and form of proxy relating to the Merger, which shall comply as to form with all applicable laws. The Company shall obtain and furnish the information required to be included in the Proxy Statement and shall respond promptly to any comments made by the SEC with respect to the Proxy Statement and cause the Proxy Statement and form of proxy to be mailed to the Company's stockholders at the earliest practicable date. Purchaser and Merger Sub shall cooperate in the preparation of the Proxy Statement and shall furnish the Company with all information with respect to itself, and its directors, officers, stockholders and Subsidiaries, as may be required for inclusion in the Proxy Statement. The Company agrees, as to information with respect to the Company, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, and Purchaser agrees, as to information with respect to Purchaser, its officers, directors, stockholders and Subsidiaries contained in the Proxy Statement, that such information, at the date the Proxy Statement is mailed and (as then amended or supplemented) at the time of the Meeting, will not be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Purchaser and its counsel shall be given an opportunity to review the Proxy Statement, and all amendments or supplements thereof, prior to their being filed with the SEC and the Company shall not make any such filing without the approval of Purchaser (which shall not be unreasonably withheld). The Company will advise Purchaser, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared by the SEC or any request by the SEC for amendment of the Proxy Statement or comments thereon and proposed responses thereto or requests by the SEC for additional information.in