Common use of Meetings of Stockholders Board Recommendation Clause in Contracts

Meetings of Stockholders Board Recommendation. (a) Promptly after the Registration Statement is declared effective under the Securities Act, each of Phoenix and Emerald shall take all action necessary in accordance with the DGCL and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of Phoenix, the Phoenix Stockholder Approvals and such other matters as it deems appropriate, and, in the case of Emerald, the adoption of this Agreement and approval of the Merger (each, a "Stockholders' Meeting") to be held as promptly as practicable (without limitation, within 30 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of Phoenix and Emerald shall use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Sections 8.2(b) and 8.3(d), and subject to the Board of Directors of Phoenix or Emerald, as applicable, in good faith concluding (after consultation with its outside legal counsel and its financial advisor) that the taking of such actions would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to the stockholders of Phoenix or Emerald, as applicable, under applicable law, each of Phoenix and Emerald shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Phoenix, the Phoenix Stockholder Proposals, and, in the case of Emerald, the adoption of this Agreement and the approval of the Merger, and shall take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the Nasdaq or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Phoenix or Emerald, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to its respective stockholders in advance of a vote on the Phoenix Stockholder Proposals or the Merger and this Agreement, as applicable, 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 capital stock of Phoenix or Emerald, 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 Phoenix and Emerald shall ensure that 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 the DGCL, it Certificate of Incorporation and Bylaws, the rules of the Nasdaq and all other applicable Laws.

Meetings of Stockholders Board Recommendation. (a) Promptly after the Registration Statement is declared effective under the Securities Act, each of Phoenix Buyer and Emerald Target shall take all action necessary in accordance with the DGCL and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of PhoenixBuyer, the Phoenix Stockholder Approvals issuance of shares of Buyer Common Stock pursuant to the Merger and such other matters as it deems appropriate, and, in the case of EmeraldTarget, the adoption and approval of this Agreement and approval of the Merger (each, a "StockholdersSTOCKHOLDERS' MeetingMEETING") to be held as promptly as practicable (without limitation, within 30 20 business days, if practicable) after the declaration of effectiveness mailing of the Registration Joint Proxy Statement/Prospectus to their respective stockholders. Each of Phoenix Buyer and Emerald Target shall use all reasonable efforts to hold their respective Stockholders' Meetings on the same date. Subject to Sections 8.2(b) and Section 8.3(d), and subject to the Board of Directors of Phoenix or Emerald, as applicable, in good faith concluding (after consultation with its outside legal counsel and its financial advisor) that the taking of such actions would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to the stockholders of Phoenix or Emerald, as applicable, under applicable law, each of Phoenix Buyer and Emerald Target shall use all reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of PhoenixBuyer, the Phoenix Stockholder Proposalsissuance of shares of Buyer Common Stock pursuant to the Merger, and, in the case of EmeraldTarget, the adoption and approval of this Agreement and the approval of the Merger, and shall take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of the Nasdaq NYSE or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this -35- Agreement, Phoenix but subject to Section 10.1(b), Buyer or EmeraldTarget, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to its respective stockholders in advance of a vote on the Phoenix Stockholder Proposals issuance of Buyer Common Stock or the Merger and this Agreement, as applicable, 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 capital stock of Phoenix Buyer or EmeraldTarget, 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 Phoenix Buyer and Emerald Target shall ensure that 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 the DGCL, it its Certificate of Incorporation and Bylaws, the rules of the Nasdaq NYSE and all other applicable Laws.

Meetings of Stockholders Board Recommendation. (a) Company Stockholders' Meeting. Promptly after the Registration Statement is declared effective under the Securities Act, each of Phoenix and Emerald shall the Company will take all action necessary in accordance with the DGCL Delaware Law and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the case of Phoenix, the Phoenix Stockholder Approvals and such other matters as it deems appropriate, and, in the case of Emerald, consider the adoption and approval of this Agreement and approval of the Merger (each, a the "StockholdersCOMPANY STOCKHOLDERS' MeetingMEETING") to be held as promptly as practicable (without limitation, within 30 60 days, if practicable) after the declaration of effectiveness of the Registration Statement. Each of Phoenix and Emerald shall The Company will use all commercially reasonable efforts to hold their respective the Company Stockholders' Meetings Meeting on the same datedate as the Parent Stockholders' Meeting (as defined below). Subject to Sections 8.2(b) and 8.3(d), and subject to the Board of Directors of Phoenix or Emerald, as applicable, in good faith concluding (after consultation with its outside legal counsel and its financial advisor) that the taking of such actions would be reasonably likely to constitute a breach of fiduciary duties of the members of such Board of Directors to the stockholders of Phoenix or Emerald, as applicable, under applicable law, each of Phoenix and Emerald shall The Company will use all commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Phoenix, the Phoenix Stockholder Proposals, and, in the case of Emerald, the adoption and approval of this Agreement and the approval of the Merger, and shall will take all other action necessary or advisable to secure the vote or consent of their respective its stockholders required by the rules of the Nasdaq or the DGCL Delaware Law to obtain such approvals; provided, however, that the taking of any action allowed by Section 5.2(c) shall not be deemed to be a breach or failure of performance under this Section 5.2(a). Notwithstanding anything to the contrary contained in this Agreement, Phoenix or Emerald, as the case may be, Company may adjourn or postpone its the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Prospectus/Proxy Statement/Prospectus Statement is provided to its respective stockholders in advance of a vote on the Phoenix Stockholder Proposals or the Merger and this Agreement, as applicable, Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement/Prospectus) there are insufficient shares of capital stock Common Stock of Phoenix or Emerald, as the case may be, Company represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Company Stockholders' Meeting. Each of Phoenix and Emerald The Company shall ensure that its respective the calling, notice, convening and conduct of the Company Stockholders' Meeting is called, noticed, convened, held and conductedMeeting, and that all proxies solicited by it in connection with the 37 Company Stockholders' Meeting Meeting, are solicited and done in compliance with the DGCLDelaware Law, it its Certificate of Incorporation and Bylaws, the rules of the Nasdaq and all other applicable LawsLegal Requirements.