Common use of Parent Stockholders’ Meeting Clause in Contracts

Parent Stockholders’ Meeting. (a) Parent shall take all action necessary to call, give notice of, convene and hold a meeting of the holders of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger and, to the extent required under Parent's certificate of incorporation and bylaws and applicable law, the election of Lev X. Xxxxxx xx Parent's Board of Directors (the "PARENT STOCKHOLDERS' MEETING"). The Parent Stockholders' Meeting will be held as promptly as practicable after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Stockholders' Meeting. Parent shall ensure that the Parent Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with such Parent Stockholders' Meeting are solicited, in compliance with all applicable Legal Requirements.

Parent Stockholders’ Meeting. (ai) Promptly after the date hereof, Parent shall will take all action necessary to call, give notice of, convene and hold a meeting in accordance with the General Corporation Law of the holders State of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger and, to the extent required under Parent's certificate of incorporation and bylaws and applicable law, the election of Lev X. Xxxxxx xx Parent's Board of Directors Delaware (the "PARENT STOCKHOLDERS' MEETINGDelaware Law"). The ) and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders' Meeting will to be held as promptly as practicable practicable, and in any event (to the extent permissible under applicable law and Parent's Certificate of Incorporation and Bylaws) within 45 days after the S-4 Registration Statement is declared effective under declaration of effectiveness of the Securities Act; providedS-4, however, that notwithstanding for the purpose of voting upon the Share Issuance. Parent will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of NASDAQ or Delaware Law to obtain such approval ("Parent Stockholder Vote"). Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent 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 Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger Share Issuance or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Parent Stockholders' Meeting. Parent shall ensure that the Parent Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with such the Parent Stockholders' Meeting are solicited, in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of NASDAQ and all other applicable Legal Requirementslegal requirements.

Parent Stockholders’ Meeting. (a) Parent shall take all action necessary to call, give notice of, convene and hold a meeting of the holders of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger and, to the extent required under Parent's certificate of incorporation and bylaws and applicable law, the election of Lev Xxx X. Xxxxxx xx to Parent's Board of Directors (the "PARENT STOCKHOLDERS' MEETING"). The Parent Stockholders' Meeting will be held as promptly as practicable after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Stockholders' Meeting. Parent shall ensure that the Parent Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with such Parent Stockholders' Meeting are solicited, in compliance with all applicable Legal Requirements.