Common use of Requisite Approval Clause in Contracts

Requisite Approval. (a) Upon the terms set forth in this Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to SMMC, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three (3) Business Days after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Shares for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with SMMC) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law and (C) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Mergers and all other Transactions (the “Company Board Recommendation”), subject to the provisions of this Section 7.03. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to SMMC the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in Recommendation. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Requisite Approval. (a) Upon the terms set forth in this Agreement, (a) the Company shall (i) seek the written consent, in form and substance reasonably acceptable to SMMC, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (Agreement, including the “Company Stockholder Approval”) via Preferred Conversion, by the irrevocable written consent consent, in form and substance reasonably acceptable to Parent, of the holders of Capital Stock (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three (3) Business Days after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written ConsentConsent within such three (3) Business Day period, the Company shall promptly call and hold a meeting of holders of Company Shares Capital Stock for the purpose of voting solely upon the Company Stockholder Approval adoption of this Agreement and the Mergers and all other transaction contemplated by this Agreement (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five twenty (2520) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with SMMC) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law effective and (Cb) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders its stockholders that they approve and adopt this Agreement and approve the Mergers and all other Transactions (the “Company Board Recommendation”). The Company shall use its reasonable best efforts to obtain the Company Stockholder Approval at the Company Stockholders Meeting, subject to the provisions including by soliciting from its stockholders proxies as promptly as possible in favor of this Section 7.03Agreement and the Mergers. Neither the The Company Board nor any shall not (and no committee or subgroup thereof shall shall) (i) change, withdraw, withhold, withdraw qualify or modify, or publicly propose or resolve to change, withdraw, withhold, withdraw qualify or modify in a manner adverse modify, the Company Board Recommendation, (ii) approve, recommend or declare advisable, or propose publicly to SMMC approve, recommend or declare advisable, any Acquisition Proposal or (iii) fail to include the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in RecommendationSolicitation Statement. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Requisite Approval. (a) Upon the terms set forth in this Agreement, the Company shall (ia) seek the written consent, in form and substance reasonably acceptable to SMMCAcquiror, of holders of the Requisite Company Stockholders constituting the Company Stockholder Approval in favor of the approval and adoption of this Agreement and the Mergers Merger and all other transactions contemplated by this Agreement (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three (3) Business Days after the Registration Statement becomes effective and (iib) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Shares for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (Ai) establish the record date (which record date shall be mutually agreed with SMMCAcquiror) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law consent and (Cii) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Mergers Merger and all other Transactions (the “Company Board Recommendation”), subject to the provisions of this Section 7.03. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to SMMC Acquiror the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in Recommendation. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Requisite Approval. (a) Upon the terms set forth in this Agreement, the Company shall (i) seek the written consent, in form and substance reasonably acceptable to SMMCGCAC, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers Merger and all other transactions contemplated by this Agreement (including the Company Class F Stock Conversion and the Company Preferred Stock Conversion) (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three five (35) Business Days after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Shares for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts toCompany, as promptly as practicable, practicable (A) shall establish the record date (which record date shall be mutually agreed with SMMCGCAC) for determining the Company Stockholders entitled to provide such written consent, (B) shall cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law and (C) unless a Company Modification in Recommendation has been made, shall use commercially reasonable efforts to solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Mergers Merger and all other Transactions (the “Company Board Recommendation”), subject to the provisions of this Section 7.03. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to SMMC GCAC the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in Recommendation. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Requisite Approval. (a) Upon the terms set forth in this Agreement, (a) the Company shall (i) seek the irrevocable written consent, in form and substance reasonably acceptable to SMMCGX, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Approval”) via written consent (the “Written Consent”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within three seventy-two (372) Business Days hours after the Registration Statement becomes effective and (ii) in the event the Company determines it is not able to obtain the Written ConsentConsent within such seventy-two (72) hour period, the Company shall promptly call and hold a meeting of holders of Company Shares Capital Stock for the purpose of voting solely upon the Company Stockholder Approval adoption of this Agreement and the Mergers and all other transaction contemplated by this Agreement (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five twenty (2520) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with SMMC) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law effective and (Cb) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders its stockholders that they approve and adopt this Agreement and approve the Mergers and all other Transactions (the “Company Board Recommendation”). The Company shall use its reasonable best efforts to obtain the Company Stockholder Approval and the Company Stockholders Meeting, subject to the provisions including by soliciting from its stockholders proxies as promptly as possible in favor of this Section 7.03Agreement and the Mergers. Neither the The Company Board nor any shall not (and no committee or subgroup thereof shall shall) (i) change, withdraw, withhold, withdraw qualify or modify, or publicly propose or resolve to change, withdraw, withhold, withdraw qualify or modify in a manner adverse modify, the Company Board Recommendation, (ii) approve, recommend or declare advisable, or propose publicly to SMMC approve, recommend or declare advisable, any Acquisition Proposal or (iii) fail to include the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in RecommendationSolicitation Statement. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Requisite Approval. (a) Upon the terms set forth in this Agreement, The Company shall use its best efforts to obtain the Company shall (i) seek Stockholder Vote pursuant to written consents of the written consent, Stockholders in a form and substance reasonably acceptable to SMMC, of holders of the Requisite Approval in favor of the approval and adoption of this Agreement and the Mergers and all other transactions contemplated by this Agreement (the “Company Stockholder Approval”) via written consent Parent (the “Written Consent”) as soon promptly as reasonably practicable after the Registration Statement becomes effectivepracticable, and in any event within three five (35) Business Days after Days, following the Registration Statement becomes effective date that Parent receives, and (ii) in the event notifies the Company determines it is not able of Parent’s receipt of, SEC approval and effectiveness of Parent’s Proxy Statement as described in Section 5.8. The materials submitted to obtain the Stockholders in connection with the Written Consent shall include the Company Board Recommendation. Reasonably promptly following receipt of the Written Consent, the Company shall call and hold deliver a meeting of holders of Company Shares for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within twenty-five (25) days after the Registration Statement becomes effective. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, (A) establish the record date (which record date shall be mutually agreed with SMMC) for determining the Company Stockholders entitled to provide such written consent, (B) cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Law and (C) unless a Company Modification in Recommendation has been made, solicit written consents from the Company Stockholders to give the Company Stockholder Approval. The Company Board shall recommend to the Company Stockholders that they approve and adopt this Agreement and approve the Mergers and all other Transactions (the “Company Board Recommendation”), subject to the provisions of this Section 7.03. Neither the Company Board nor any committee thereof shall withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to SMMC the Company Board Recommendation (any such event, a “Company Modification in Recommendation”); provided, that if, at any time prior to obtaining the Requisite Approval, the Company Board determines in good faith, in response to a Company Superior Proposal or a Company Intervening Event, after consultation with its outside legal counsel, that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law, the Company or the Company Board may, prior to obtaining the Company Stockholder Approval, make a Company Modification in Recommendation; provided further, the Company will not be entitled to make, or agree or resolve to make, a Company Modification in Recommendation unless (x) the Company delivers to SMMC a written notice (a “Company Modification in Recommendation Notice”) advising SMMC that the Company Board proposes to take such action and containing (I) with respect to a Company Superior Proposal, the material terms and conditions of the Company Superior Proposal that is the basis of the proposed action of the Company Board or (II) with respect to a Company Intervening Event, the material facts underlying the Company Board’s determination that a Company Intervening Event has occurred (in each case, it being acknowledged that such Company Modification in Recommendation Notice shall not itself constitute a breach of this Agreement), and (y) at or after 5:00 p.m., New York City time, on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (such period from the time the Company Modification in Recommendation Notice is provided until 5:00 p.m. New York City time on the fifth (5th) Business Day immediately following the day on which the Company delivered the Company Modification in Recommendation Notice (it being understood that (1) any material revision, amendment, update or supplement to the terms and conditions of a Company Superior Proposal shall be deemed to constitute a new Company Superior Proposal and (2) any material development with respect to a Company Intervening Event, in each case, shall require a new notice but with an additional four (4) Business Day (instead of five (5) Business Day) period from the date copy of such notice), the “Company Modification in Recommendation Notice Period”), the Company Board reaffirms in good faith (after consultation with its outside legal counsel) that the failure to make a Company Modification in Recommendation would be a breach of its fiduciary duties under applicable Law. If requested by SMMC, the Company will and will use its reasonable best efforts to cause its Representatives to, during the Company Modification in Recommendation Notice Period, engage in good faith negotiations with SMMC and its Representatives to make such adjustments in the terms and conditions of this Agreement so as to obviate the need for an Company Modification in Recommendation. The Company obligations under this Section 7.03 to seek the Written Consent or call and hold the Company Stockholders Meeting shall not be affected by any Company Modification in Recommendationto Parent. (b) For purposes Reasonably promptly following receipt of the Written Consent, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every Stockholder that did not execute the Written Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board unanimously determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the Stockholders and unanimously approved and adopted this Agreement, the Merger and the other Transactions, (ii) provide the Stockholders to whom it is sent with notice of the actions taken in the Written Consent, including the approval and adoption of this Agreement, the following terms Merger and the other Transactions in accordance with Section 228(e) of the DGCL and the bylaws of the Company and (iii) notify such Stockholders of their dissent and appraisal rights pursuant to Section 262 of the DGCL. The Stockholder Notice shall have be accompanied by a copy of Section 262 of the meanings assigned below:DGCL and all such other information as Parent shall reasonably request, and shall be sufficient in form and substance to start the twenty (20) day period during which a Stockholder must demand appraisal of such Stockholder’s Company Shares as contemplated by Section 262(d)(2) of the DGCL. All materials submitted to the Stockholders in accordance with this Section 5.6(b) shall be subject to Parent’s advance review and reasonable approval.