Common use of Meetings of the Company's Stockholders Clause in Contracts

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by the Purchaser Companies will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, law and the Company Certificate and the Company By-LawsBylaws, all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by the Purchaser Companies will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel. 7.4.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- to consummate the Merger, following termination expiration of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the The Board of Directors of the Company shall recommend unanimously such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by DLB or ADI, or any of their affiliates (collectively, the "Purchaser Companies Companies") will be voted in favor of this AgreementAgreement and the Merger. The Company's Company hereby represents, warrants and covenants that the proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser DLB specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser DLB and its counsel.. In the event the Purchaser Companies acquire

Meetings of the Company's Stockholders. (a) If required to -------------------------------------- following termination of consummate the OfferMerger, the Company will take, consistent with applicable law, the Company Certificate and the Company By-LawsCompany's Bylaws, all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by the Purchaser Companies will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), --------------- at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, -------- ------- that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, all action necessary to convene a meeting of holders of Shares Except as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of set forth in this Agreement and the Merger. Subject to fiduciary requirements of applicable lawSection 7.3, the Board of Directors of the Company shall recommend such approval of the Agreement and the Merger and the Company shall take all lawful action to solicit such approval. At any such meeting If the Board of Directors of the Company all receives an unsolicited written offer embodying an Alternative Transaction, the Board of the Shares then owned by the Purchaser Companies will be voted in favor Directors may so amend or withdraw its recommendation and such withdrawal or recommendation shall not constitute a breach of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders stockholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies and nominees, directors and Affiliates of such Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel. None of the written information concerning the Purchaser Companies and the nominees, directors and Affiliates thereof furnished to the Company by Purchaser specifically for use in the Proxy Statement, at the date thereof and at the date of the stockholders' meeting, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, law and the Company Certificate and the Company By-LawsBylaws, all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by the Purchaser Companies will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, take all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by the Purchaser Companies (including all Shares currently owned by the Purchaser Companies) will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. Purchaser understands that for purposes of this Section 7.2 that while the Company's projections and forward-looking information furnished by the Company to Purchaser were prepared in good faith and represent the Company's best estimate as to the subject matter thereof, the Company makes no representation or warranty as to the truth, completeness or accuracy of any projections or forward- looking information furnished by the Company to Purchaser. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel.

Meetings of the Company's Stockholders. (a) If -------------------------------------- required -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, take all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by Purchaser Companies (including all Shares currently owned by the Purchaser Companies Companies) will be voted in favor of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. Purchaser understands that for purposes of this Section 7.2 that while the Company's projections and forward-looking information furnished by the Company to Purchaser were prepared in good faith and represent the Company's best estimate as to the subject matter thereof, the Company makes no representation or warranty as to the truth, completeness or accuracy of any projections or forward-looking information furnished by the Company to Purchaser. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the CompanyCom- pany, without consultation with Purchaser and its counsel.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- to consummate the Merger, following termination expiration of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, take all action necessary in accordance with applicable law and its Certificate of Incorporation and By-Laws to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the The Board of Directors of the Company shall recommend unanimously such approval and the Company shall take all lawful action to solicit such approval. At any such meeting of the Company all of the Shares then owned by DLB or ADI, or any of their affiliates (collectively, the "Purchaser Companies Companies") will be voted in favor of this AgreementAgreement and the Merger. The Company's Company hereby represents, warrants and covenants that the proxy or information statement with respect to such meeting of shareholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies furnished to the Company by Purchaser DLB specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser DLB and its counsel. In the event the Purchaser Companies acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, DLB, ADI and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without a meeting of the stockholders of the Company, in accordance with the DGCL. 6.5.

Meetings of the Company's Stockholders. (a) If required Except as set forth in this -------------------------------------- following termination of the Offer, the Company will take, consistent with applicable law, the Company Certificate and the Company By-Laws, all action necessary to convene a meeting of holders of Shares as promptly as practicable following the purchase of Shares pursuant to the Offer to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable lawSection 7.3, the Board of Directors of the Company shall recommend such approval of the Agreement and the Merger and the Company shall take all lawful action to solicit such approval. At any such meeting If the Board of Directors of the Company all receives an unsolicited written offer embodying an Alternative Transaction, the Board of the Shares then owned by the Purchaser Companies will be voted in favor Directors may so amend or withdraw its recommendation and such withdrawal or recommendation shall not constitute a breach of this Agreement. The Company's proxy or information statement with respect to such meeting of shareholders stockholders (the "Proxy Statement"), at the date thereof and at the date of --------------- such meeting, will comply in all material respects with the applicable requirements under the Exchange Act and will --------------- not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing shall not apply to the extent -------- ------- that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning the Purchaser Companies and nominees, directors and Affiliates of such Purchaser Companies furnished to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filed, and no amendment or supplement to the Proxy Statement will be made by the Company, without consultation with Purchaser and its counsel. None of the written information concerning the Purchaser Companies and the nominees, directors and Affiliates thereof furnished to the Company by Purchaser specifically for use in the Proxy Statement, at the date thereof and at the date of the stockholders' meeting, will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.