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. (b) Notwithstanding the foregoing, in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agrees, at the request of Merger Sub, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

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. (b) Notwithstanding the foregoing, in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agrees, at the request of Merger Sub, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Meetings of the Company's Stockholders. (a) If the approval of the Agreement by the Company's stockholders is required -------------------------------------- by law following termination consummation of the Offer, the Company will take, consistent with applicable law, the Company Certificate law and the Company its Articles and 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 Parent Companies will be voted in favor of this AgreementAgreement and the Merger. The Company's proxy or information statement with respect to such meeting of shareholders (the "Proxy StatementPROXY 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; providedPROVIDED, howeverHOWEVER, 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 Parent Companies furnished to the Company by Purchaser Parent 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 prior consultation with Purchaser Parent and its counsel. (b) Notwithstanding the foregoing, in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agrees, at the request of Merger Sub, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

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. (b) Notwithstanding the foregoing, in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agrees, at the request of Merger Sub, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination expiration of the OfferOffer and the purchase of Shares thereunder, the Company will promptly take, consistent with applicable law, the Company Certificate FBCA and the Company its articles of incorporation and By-Laws, all action necessary to convene a meeting of holders of Shares as promptly as practicable to consider and vote upon the approval of the Merger and this Agreement. Without limiting the generality of the foregoing, if required by applicable law, the Company and Parent shall immediately following the purchase of Shares pursuant to the Offer prepare an information or proxy statement (the "Proxy Statement"), file it with the SEC under the Exchange Act as promptly as practicable after Merger Sub purchases Shares pursuant to consider the Offer, and vote upon use all reasonable efforts to have it cleared by the approval SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company as of the record date for the stockholders' meeting referred to above. If required under applicable law, the Company and Parent shall prepare the Schedule 13e-3, file it with the SEC under the Exchange Act as promptly as practicable after Merger Sub purchases shares pursuant to the Offer and supplement and amend it as shall be required. The Company will use its best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments of the SEC relating to the preliminary proxy or information statement relating to the transactions contemplated by this Agreement and to cause the Mergerdefinitive Proxy Statement relating to the transactions contemplated by this Agreement to be mailed to its stockholders, all at the earliest practical time. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC, each party will promptly inform the other and cooperate in filing with the SEC and/or mailing to stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law in all material respects and be in form and substance satisfactory to Parent. Subject to fiduciary requirements of applicable lawLaw as advised by outside counsel, the Board of Directors of the Company shall recommend such approval referral to which shall be included in the Proxy Statement 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 Parent Companies will be voted in favor of this Agreement. The Company's proxy or information statement Proxy Statement with respect to such meeting of shareholders (the "Proxy Statement")stockholders, at the date thereof and at the date of --------------- such meetingmailed to stockholders, will comply in all material respects with the applicable requirements under the Exchange Act and will shall 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 Parent Companies furnished to the Company by Purchaser specifically Parent 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. (b) Notwithstanding the foregoing, in the event that Parent or Merger Sub shall acquire at least 9080% of the outstanding Sharesshares of each class of capital stock of the Company pursuant to the Offer, the Company agreesparties hereto agree, at the request of Merger Sub, subject to Article VIIIParent, to take all appropriate and necessary and appropriate action to cause the Merger to become effective effective, as soon as reasonably practicable after such acquisitionthe expiration or termination of the Offer and the transactions contemplated hereby, without a meeting of stockholders of the Company's stockholders, in accordance with Section 253 of the DGCLFBCA.

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. (b) Notwithstanding . None of the foregoingwritten information concerning the Purchaser Companies and the nominees, directors and Affiliates thereof furnished to the Company by Purchaser specifically for use in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agreesProxy Statement, at the request of Merger Sub, subject to Article VIII, to take all necessary date thereof and appropriate action to cause at the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting date of the Company's 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 accordance with Section 253 light of the DGCLcircumstances under which they were made, not misleading.

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. (b) Notwithstanding . None of the foregoingwritten information concerning the Purchaser Companies and the nominees, directors and Affiliates thereof furnished to the Company by Purchaser specifically for use in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agreesProxy Statement, at the request of Merger Sub, subject to Article VIII, to take all necessary date thereof and appropriate action to cause at the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting date of the Company's 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 accordance with Section 253 light of the DGCLcircumstances 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, 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. (b) Notwithstanding the foregoing, in the event that Merger Sub shall acquire at least 90% of the outstanding Shares, the Company agrees, at the request of Merger Sub, subject to Article VIII, to take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders, in accordance with Section 253 of the DGCL.

Meetings of the Company's Stockholders. (a) If required -------------------------------------- following termination expiration of the OfferOffer and the purchase of Shares thereunder, the Company will promptly take, consistent with applicable law, the Company Certificate FBCA and the Company its articles of incorporation and By-Laws, all action necessary to convene a meeting of holders of Shares as promptly as practicable to consider and vote upon the approval of the Merger and this Agreement. Without limiting the generality of the foregoing, if required by applicable law, the Company and Parent shall immediately following the purchase of Shares pursuant to the Offer prepare an information or proxy statement (the "PROXY STATEMENT"), file it with the SEC under the Exchange Act as promptly as practicable after Merger Sub purchases Shares pursuant to consider the Offer, and vote upon use all reasonable efforts to have it cleared by the approval SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company as of the record date for the stockholders' meeting referred to above. If required under applicable law, the Company and Parent shall prepare the Schedule 13e-3, file it with the SEC under the Exchange Act as promptly as practicable after Merger Sub purchases shares pursuant to the Offer and supplement and amend it as shall be required. The Company will use its best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments of the SEC relating to the preliminary proxy or information statement relating to the transactions contemplated by this Agreement and to cause the Mergerdefinitive Proxy Statement relating to the transactions contemplated by this Agreement to be mailed to its stockholders, all at the earliest practical time. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC, each party will promptly inform the other and cooperate in filing with the SEC and/or mailing to stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law in all material respects and be in form and substance satisfactory to Parent. Subject to fiduciary requirements of applicable lawLaw as advised by outside counsel, the Board of Directors of the Company shall recommend such approval referral to which shall be included in the Proxy Statement 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 Parent Companies will be voted in favor of this Agreement. The Company's proxy or information statement Proxy Statement with respect to such meeting of shareholders (the "Proxy Statement")stockholders, at the date thereof and at the date of --------------- such meetingmailed to stockholders, will comply in all material respects with the applicable requirements under the Exchange Act and will shall 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; providedPROVIDED, howeverHOWEVER, 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 Parent Companies furnished to the Company by Purchaser specifically Parent 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. (b) Notwithstanding the foregoing, in the event that Parent or Merger Sub shall acquire at least 9080% of the outstanding Sharesshares of each class of capital stock of the Company pursuant to the Offer, the Company agreesparties hereto agree, at the request of Merger Sub, subject to Article VIIIParent, to take all appropriate and necessary and appropriate action to cause the Merger to become effective effective, as soon as reasonably practicable after such acquisitionthe expiration or termination of the Offer and the transactions contemplated hereby, without a meeting of stockholders of the Company's stockholders, in accordance with Section 253 of the DGCLFBCA.

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. (b) Notwithstanding the foregoing, in . In the event that Merger Sub shall the Purchaser Companies acquire at least 90% of the outstanding SharesShares pursuant to the Offer or otherwise, DLB, ADI and the Company agrees, at the request of Merger Sub, subject to Article VIII, to shall take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company's stockholders, in accordance with Section 253 of the DGCL. 6.5.