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

Meetings of the Company's Stockholders. If required following termination of the Offer, the Company will take, consistent with applicable law and the Certificate and the Bylaws, all action necessary to convene a meeting of holders of Shares as promptly as practicable to consider and vote upon the approval of this Agreement and the Merger. Subject to fiduciary requirements of applicable law, the Board of Directors 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 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. If required to consummate the Merger, following termination expiration of the Offer, the Company will take, consistent take all action necessary in accordance with applicable law and the its Certificate of Incorporation and the Bylaws, all action necessary By-Laws to convene a meeting of holders of Shares as promptly as practicable 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 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 following termination of to consummate the OfferMerger, the Company will take, consistent with applicable law and law, the Certificate and the BylawsCompany'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 Company's stockholders 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 stockholders (the "Proxy Statement"), at the date thereof and at the date of such meeting, 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; providednot (b) Notwithstanding the foregoing, howeverin the event that Merger Sub shall acquire at least 90% of the outstanding Shares, 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 agrees, subject to Article VIII, to take, at the request of Merger Sub, all necessary and in conformity with written information concerning appropriate action to cause the Purchaser Companies furnished Merger to the Company by Purchaser specifically for use in the Proxy Statement. The Proxy Statement shall not be filedbecome effective as soon as reasonably practicable after such acquisition, and no amendment or supplement to the Proxy Statement will be made by without a meeting of the Company's stockholders, without consultation in accordance with Purchaser and its counselSection 253 of the DGCL.

Meetings of the Company's Stockholders. If adoption of this Agreement by the Company's stockholders is required by law following termination consummation of the Offer, the Company will take, consistent with applicable law and the its Certificate and the BylawsBy-Laws, all action necessary to convene a meeting of holders of Shares as promptly as practicable to consider and vote upon the approval adoption of this Agreement and the MergerAgreement. Subject to fiduciary requirements of applicable law, the Board of Directors of the Company shall recommend such approval adoption and the Company shall take all lawful action to solicit such approvaladoption. At any such meeting of the Company Company, all of the Shares then owned by the Purchaser Parent Companies will be voted in favor of adoption 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 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 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 consultation with Purchaser Parent and its counsel.