Common use of Proxy Statements; Stockholder Approvals Clause in Contracts

Proxy Statements; Stockholder Approvals. (a) Company, acting through its Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its reasonable efforts to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith. (ii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (b) Parent, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize the issuance of the Parent Shares to be issued in the Merger and shall use its best efforts to obtain such stockholder approval; and (ii) recommend authorization of the issuance of the Parent Shares to be issued in the Merger by the stockholders of Parent and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, shall cause the definitive Proxy Statement to be mailed to their respective stockholders. At the stockholders' meetings, each of Parent and Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, as to which it holds proxies at such time. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its reasonable best efforts to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith.and (ii) recommend approval and adoption of this Agreement by the stockholders of the Company and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (b) Parent, acting through its Board of Directors, shall, in accordance with applicable law and its Articles Certificate of Incorporation and By-By- Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize approve the issuance of the Parent Shares pursuant to be issued in the Merger and shall use its reasonable best efforts to obtain such stockholder approval; and (ii) recommend authorization approval and adoption of the issuance of the Parent Shares pursuant to be issued in the Merger by the stockholders of Parent and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, the Company shall cause the definitive Proxy Statement to be mailed to their respective stockholdersstockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. At the stockholders' meetings, each of Parent and the Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, Shares as to which it holds proxies at such time. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) CompanyRTO, acting through its Board of Directors, shall, in accordance with applicable law Applicable Law and its Certificate of Incorporation and By-Laws: (iA) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its commercially reasonable efforts to obtain such stockholder approval; PROVIDEDapproval or (B) obtain, HOWEVERas soon as practicable following the date upon which the Registration Statement becomes effective, upon the written request delivery to RTO's principal place of Parent, that Company shall adjourn any such meeting business (or other method of its stockholders in the event that any delivery approved by Section 228 of the certain stockholders DGCL) of the consent or consents in writing, setting forth the approval of this Agreement and the Merger, signed by the holders of outstanding Shares having not less than the minimum number of votes that are parties would be necessary to authorize this Agreement and the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith.Merger at a meeting at which all Shares entitled to vote thereon were present and voted; and (ii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement such recommendation, RTO and take all lawful action to solicit such approval. (b) ParentAlrenco, acting through its Board of Directors, shall, in accordance with applicable law Applicable Law and its Articles Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize the issuance of the Parent Alrenco Shares to be issued in the Merger and shall use its best commercially reasonable efforts to obtain such stockholder approval; and (ii) recommend authorization of the issuance of the Parent Alrenco Shares to be issued in the Merger by the stockholders of Parent Alrenco and include in the Proxy Statement such recommendation, recommendation and take all lawful action to solicit such approval. (c) Parent Alrenco and CompanyRTO, as promptly as practicable, shall cause the definitive Proxy Statement to be mailed to their respective stockholders. At the stockholders' meetings, each of Parent Alrenco and Company RTO shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, capital stock entitled to vote as to which it holds proxies at such time. (d) Each of CompanyRTO's and ParentAlrenco's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable lawApplicable Law, in the event that, if required by such fiduciary duties as advised in writing by outside counsel, the Board of Directors of Company RTO or ParentAlrenco, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of CompanyAlrenco and RTO, or that stockholders authorize the issuance of the Parent Alrenco Shares to be issued in connection with the Merger, in the case of ParentAlrenco.

Proxy Statements; Stockholder Approvals. (a) CompanyRent-Way and HCI shall cause the definitive Proxy Statement to be mailed to their respective shareholders and stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to HCI's obligation to mail the Proxy Statement that the opinions of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation and of Stepxxxx, Xxc. referred to Section 5.19 not have been withdrawn. It shall be a condition precedent to Rent-Way's obligation to mail the Proxy Statement that the opinion of NBM referred to in Section 4.19 not have been withdrawn. At the shareholders and stockholders' meetings, each of Rent-Way and HCI shall vote or cause to be voted in favor of authorization, approval and adoption of this Agreement and the Merger and, in the case of Rent-Way, the Amendment and the issuance of the Rent-Way Shares to be issued in the Merger, all capital stock entitled to vote as to which it holds proxies at such time. (b) In connection with the preparation of the Proxy Statement and the Registration Statement, Rent-Way shall use reasonable efforts to cause to be delivered to Rent-Way and HCI prior to the mailing of the Proxy Statement to the stockholders of Rent-Way and HCI the opinion of Hodgxxx, Xxxx, Xxdrxxx, Xxodx & Xoodyear LLP, dated the date of the Proxy Statement, substantially to the effect that the Merger will constitute a reorganization for federal income tax purposes within the meaning of Section 368(a)(1)(A) of the Code. 23 25 (c) Each of HCI's and Rent-Way's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under Applicable Law and Section 7.2 of this Agreement, in the event that, if required by such fiduciary duties as advised in writing by outside counsel, the Board of Directors of HCI or Rent-Way, as the case may be, shall have withdrawn or modified its recommendation that shareholders or stockholders authorize, approve and adopt this Agreement and the Merger, in the case of Rent-Way and HCI, or that shareholders authorize the Amendment and the issuance of the Rent-Way Shares to be issued in connection with the Merger, in the case of Rent-Way. (d) HCI, acting through its Board of Directors, shall, in accordance with applicable law Applicable Law and its Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to its Stockholders) following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize, approve and adopt this Agreement and the Merger and shall use its commercially reasonable efforts to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith. and (ii) recommend authorization, approval and adoption of this Agreement and the Merger by the stockholders of Company and include in the Proxy Statement such recommendation, HCI and take all lawful action to solicit such approval. (be) ParentRent-Way, acting through its Board of Directors, shall, in accordance with applicable law Applicable Law and its Articles of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable (but in no event sooner than 20 business days following the date the Proxy Statement is mailed to its shareholders) following the date upon which the Registration Statement becomes effective a meeting of its stockholders shareholders for the purpose of voting to authorize authorize; approve and adopt this Agreement and the Merger, the Amendment and the issuance of the Parent Rent-Way Shares to be issued in the Merger and shall use its best commercially reasonable efforts to obtain such stockholder shareholder approval; and and (ii) recommend authorization authorization, approval and adoption of this Agreement and the Merger, the Amendment and the issuance of the Parent Rent-Way Shares to be issued in the Merger by the stockholders shareholders of Parent Rent-Way and include in the Proxy Statement such recommendation, recommendation and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, shall cause the definitive Proxy Statement to be mailed to their respective stockholders. At the stockholders' meetings, each of Parent and Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, as to which it holds proxies at such time. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) The Company, acting through its Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its reasonable best efforts to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith. and (ii) recommend approval and adoption of this Agreement by the stockholders of the Company and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (b) Parent, acting through its Board of Directors, shall, in accordance with applicable law and its Articles Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize approve the issuance of the Parent Shares pursuant to be issued in the Merger and shall use its reasonable best efforts to obtain such stockholder approval; and and (ii) recommend authorization approval and adoption of the issuance of the Parent Shares pursuant to be issued in the Merger by the stockholders of Parent and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, the Company shall cause the definitive Proxy Statement to be mailed to their respective stockholdersstockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. At the stockholders' meetings, each of Parent and the Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, Shares as to which it holds proxies at such time. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Certificate of Incorporation and By-Laws: (i) , promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders the holders of Company Common Stock for the purpose of voting to approve and adopt this Agreement and shall use its reasonable efforts the transactions contemplated hereby, and, subject to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any fiduciary duties of the certain stockholders that are parties to Board of Directors of the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time Company under applicable law as the certain stockholders are in compliance therewith. advised by outside legal counsel, (iii) recommend approval and adoption of this Agreement and the transactions contem plated hereby by the stockholders of the Company and include in the Proxy Statement such recommendation, recommendation and (ii) take all reasonable and lawful action to solicit and obtain such approval. (b) Parent, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Articles Certificate of Incorporation and By-Laws: (i) , promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders the holders of Parent Common Stock for the purpose of voting to authorize approve and adopt this Agreement and the issuance transactions contemplated hereby, and, subject to the fiduciary duties of the Board of Directors of Parent Shares to be issued in the Merger and shall use its best efforts to obtain such stockholder approval; and under applicable law as advised by outside counsel, (iii) recommend authorization approval and adoption of this Agreement and the issuance of the Parent Shares to be issued in the Merger transactions contemplated hereby by the stockholders of Parent and include in the Proxy Statement such recommendation, and (ii) take all reasonable and lawful action to solicit and obtain such approval. (c) Parent and the Company, as promptly as practicablepracticable (or with such other timing as they mutually agree), shall cause the definitive Proxy Statement to be mailed to their respective stockholders. . (d) At or prior to the stockholders' meetingsClosing, each of Parent and the Company shall vote or cause deliver to be voted in favor the other a certificate of approval and adoption of this Agreement all Parent Common Stock or Shares, as its Secretary setting forth the case may be, as to which it holds proxies at such timevoting results from its stockholder meeting. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) The --------------------------------------- Company, acting through its Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its reasonable best efforts to obtain such stockholder approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith.and (ii) recommend approval and adoption of this Agreement by the stockholders of the Company and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (b) Parent, acting through its Board of Directors, shall, in accordance with applicable law and its Articles Certificate of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize approve the issuance of the Parent Shares pursuant to be issued in the Merger and shall use its reasonable best efforts to obtain such stockholder approval; and (ii) recommend authorization approval and adoption of the issuance of the Parent Shares pursuant to be issued in the Merger by the stockholders of Parent and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, the Company shall cause the definitive Proxy Statement to be mailed to their respective stockholdersstockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act. At the stockholders' meetings, each of Parent and the Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, Shares as to which it holds proxies at such time. (d) Each of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance of the Parent Shares to be issued in connection with the Merger, in the case of Parent.

Proxy Statements; Stockholder Approvals. (a) Company, Urohealth and Imagyn acting through its Board their respective Boards of Directors, shall, in accordance with applicable law and its Certificate their Certificates of Incorporation and By-LawsBylaws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its their respective stockholders for the purpose of voting to approve and adopt this Agreement and shall use their respective best efforts, except to the extent the Board of Directors reasonably believe is otherwise required by its reasonable efforts fiduciary duty, to obtain such stockholder stockholders approval; PROVIDED, HOWEVER, upon the written request of Parent, that Company shall adjourn any such meeting of its stockholders in the event that any of the certain stockholders that are parties to the Stockholder Voting Agreements are in breach of such Stockholder Voting Agreements until such time as the certain stockholders are in compliance therewith.; (ii) except to the extent the Board of Directors reasonably believes is otherwise required by its fiduciary duty, recommend approval and adoption of this Agreement by the stockholders of Company such Company, and include in the Proxy Statement such recommendationrecommendations, and take all lawful action to solicit such approval. (b) Parent, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and By-Laws: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of its stockholders for the purpose of voting to authorize the issuance of the Parent Shares to be issued in the Merger and shall use its best efforts to obtain such stockholder approvalapprovals; and (iiiii) recommend authorization of the issuance of the Parent Shares to be issued in the Merger by the stockholders of Parent and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (c) Parent and Company, as promptly as practicable, shall prepare and file with the SEC a preliminary Proxy Statement and, after consultation with each other, respond to any comments of the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement to be mailed to their respective stockholders. At Whenever any event occurs which should be set forth in an amendment or a supplement to the stockholders' meetingsProxy Statement or any filing required to be made with the SEC, each of Parent party will promptly inform the other and Company will 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 vote or cause comply with applicable law and be in form and substance reasonably satisfactory to be voted in favor of approval and adoption of this Agreement all Parent Common Stock or Shares, as the case may be, as to which it holds proxies at each such timeCompany. (db) Each Urohealth as the sole shareholder of Company's and Parent's obligations under this Section 7.4 shall at all times remain subject to their fiduciary duties imposed under applicable lawUrohealth Sub, in accordance with applicable law and its Certificate of Incorporation and Bylaws will on or prior to the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company or Parent, as the case may be, shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement, in the case of Company, or that stockholders authorize the issuance date of the Parent Shares stockholder meeting referred to be issued in connection with Section 6.4(a)(i), approve the Merger, in the case of Parent.