Common use of Parent Stockholders’ Meeting Clause in Contracts

Parent Stockholders’ Meeting. Parent shall take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the Parent Registration Statement is declared effective, for the purpose of obtaining the Parent Stockholder Approval. Parent agrees that the obligation of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Parent Transaction; or (b) any Change in the Parent Recommendation. Subject to Section 7.03(d), Parent shall solicit from its stockholders proxies in favor of the Parent Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that it shall not submit to a vote of the stockholders of Parent any Competing Parent Transaction or Competing Parent Transaction Agreement (in either case, whether or not a Superior Proposal) prior to the vote of Parent’s stockholders to obtain the Parent Stockholder Approval.

Parent Stockholders’ Meeting. Subject to applicable Law, Parent shall take all lawful action necessary to duly call, give notice of, convene convene, and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) Stockholders Meeting as promptly soon as reasonably practicable following the date on which the SEC clears (whether orally or of this Agreement, and, in writing) connection therewith, Parent shall mail the Proxy Statement and, if required by the SEC as a condition to the mailing holders of Parent Common Stock in advance of the Parent Stockholders Meeting. The Proxy StatementStatement shall include the Parent Board Recommendation. Unless this Agreement has been duly terminated in accordance with its terms, the Parent Registration Statement is declared effectiveBoard shall not (and no committee or subgroup thereof shall) change, for the purpose of obtaining withdraw, withhold, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify the Parent Stockholder ApprovalBoard Recommendation (a “Change in Recommendation”); provided, that the Parent Board may make a Change in Recommendation if it determines in good faith that a failure to make a Change in Recommendation would reasonably be expected to be inconsistent with its fiduciary obligations under applicable Law. Parent agrees that shall use reasonable best efforts to: (i) solicit from the obligation holders of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Parent Transaction; or (b) any Change in the Parent Recommendation. Subject to Section 7.03(d), Parent shall solicit from its stockholders Common Stock proxies in favor of the Parent Stockholder Approval approval of the HoldCo Stock Issuance; and shall (ii) take all other action reasonably actions necessary or advisable to secure the vote or consent of the holders of Parent Stockholder ApprovalCommon Stock required by applicable Law to obtain such approval. Parent agrees that it shall keep the Company updated with respect to proxy solicitation results as requested by the Company. Once the Parent Stockholders Meeting has been called and noticed, Parent shall not submit to a vote postpone or adjourn the Parent Stockholders Meeting without the consent of the stockholders of Parent any Competing Parent Transaction or Competing Parent Transaction Agreement Company (other than: (A) in either case, whether or not a Superior Proposal) prior to the vote of Parent’s stockholders order to obtain the a quorum of its stockholders; or (B) as reasonably determined by Parent Stockholder Approvalto comply with applicable Law).

Parent Stockholders’ Meeting. (a) Parent shall take all lawful action necessary to duly call, give notice of, convene and hold a meeting of its stockholders the holders of shares of Parent Common Stock in accordance with the DGCL to vote on the issuance of shares of Parent Common Stock in the Arrangement (the “Parent Stockholders’ Meeting”) to be held as promptly soon as practicable following the date on which the SEC clears (whether orally or in writing) filing of the Proxy Statement and, if required by with the SEC as a condition to and the mailing completion of the SEC’s review of the Proxy Statement, and Parent shall not adjourn or postpone the Parent Registration Statement is declared effective, for Stockholders’ Meeting if there are sufficient shares of Parent Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the purpose business of obtaining the Parent Stockholder ApprovalStockholders’ Meeting. Parent agrees that the Parent’s obligation of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Superior Proposal or other Acquisition Proposal, or by any Adverse Recommendation Change unless this Agreement has been terminated pursuant to Section 9.1 hereof. Parent Transaction; or (b) any Change shall ensure that all proxies solicited in connection with the Parent RecommendationStockholders’ Meeting are solicited in compliance with all applicable Legal Requirements. Subject to Section 7.03(d)At the Parent Stockholders’ Meeting, the Acquiring Corporations shall vote all shares of Parent shall solicit from its stockholders proxies Common Stock, if any, owned by them in favor of the Parent Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that it shall not submit to a vote of the stockholders issuance of Parent any Competing Parent Transaction or Competing Parent Transaction Agreement (Common Stock in either case, whether or not a Superior Proposal) prior to the vote of Parent’s stockholders to obtain the Parent Stockholder ApprovalArrangement.

Parent Stockholders’ Meeting. Parent shall take all lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “Parent Stockholders’ Meeting”) as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the Parent Registration Statement is declared effective, for the purpose of obtaining the Parent Stockholder ApprovalApproval (and no other matters, except for a proposal to adjourn the meeting to solicit additional proxies to obtain the Required Parent Stockholder Vote, if necessary, and any other proposal required by applicable Law, shall be considered or voted upon at the Parent Stockholders’ Meeting without Citrix’s prior written consent). Parent agrees that the obligation of Parent to call, give notice of, convene and hold the Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to Parent or its stockholders of any Competing Parent Transaction; or (b) any Change in the Parent Recommendation. Subject to Section 7.03(d), Parent shall solicit from its stockholders proxies in favor of the Parent Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that it shall not not, prior to the termination of this Agreement, submit to a vote of the stockholders of Parent any Competing Parent Transaction or Competing Parent Transaction Agreement (in either case, whether or not a Superior Proposal) prior to the vote of Parent’s stockholders to obtain the Parent Stockholder Approval.