Common use of Proxy Statements and Stockholders' Meetings Clause in Contracts

Proxy Statements and Stockholders' Meetings. (a) If the conditions in clauses (a) and (b) of Paragraph 2.1 are satisfied and stockholder approval of the Merger is required by applicable law or by rules of the Nasdaq National Market (if they are applicable), the Company will (i) file the Proxy Statement with the SEC as promptly as practicable after the Expiration Date, (ii) use its best efforts to cause review of the Proxy Statement by the SEC staff to be completed as promptly as practicable, (iii) recommend to its stockholders that they vote in favor of the Merger and permit that recommendation to be described in the Proxy Statement, (iv) as promptly as practicable, and in any event within 10 days after the Company is informed that the SEC staff has no further comments about the Proxy Statement, cause the Proxy Statement to be mailed to its stockholders and (v) cause the Stockholders Meeting to be held not later than the 30th day after the day on which the Proxy Statement is mailed.