Stockholder Meetings All expenses incidental to holding meetings of Stockholders, including the printing of notices and proxy materials, and proxy solicitation therefor.
Shareholder Meeting Commencing not later than October 15, 2001, Seller shall take, consistent with applicable law and its Articles of Incorporation and Bylaws, as amended and/or restated to date, all action necessary to convene and hold a meeting of holders of Seller Common Stock as promptly as practicable after October 15, 2001 for the purpose of considering and voting upon the approval of this Agreement and the transactions contemplated herein (the "SELLER'S SHAREHOLDER MEETING"). Without limiting the generality of the foregoing, Seller shall, promptly following October 15, 2001 (but not later than November 5, 2001), prepare a proxy statement (whether as part of a registration statement on Form S-4 or otherwise) (the "PROXY STATEMENT"), file it with the Securities and Exchange Commission ("SEC") under the Exchange Act, and use all reasonable efforts to have it cleared or declared effective by the SEC. As promptly as practicable after the Proxy Statement has been cleared or declared effective by the SEC, Seller shall mail the Proxy Statement to the shareholders of Seller as of the record date for the shareholders' meeting referred to above. Seller shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Buyer, respond promptly to any comments of the SEC relating to the preliminary Proxy Statement pertaining to the transactions contemplated by this Agreement and to cause the definitive Proxy Statement relating to the transactions contemplated by this Agreement to be mailed to its shareholders, all at the earliest practicable time. Whenever an event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC, each party hereto will promptly inform the others and cooperate in filing with the SEC and/or mailing to shareholders such amendment or supplement. Other than as required by Seller Board Fiduciary Duties, the Board of Directors of Seller shall recommend such approval (referral to which shall be included in the Proxy Statement) and Seller shall take all lawful action to solicit such approval. At any such meeting of Seller's shareholders all of the White Shares shall be voted for the approval of this Agreement and the transactions contemplated hereby. Buyer and the Whites covenant and agree to cooperate with Seller in connection with the preparation, filing and mailing of the Proxy Statement and any amendment or supplement thereto, including (without limitation) providing, as promptly as practicable and at their sole expense, such information as Seller shall reasonably request for use in the Proxy Statement. Buyer and the Whites agree that Seller may rely on any information furnished by Buyer or White in preparing the Proxy Statement and any amendment or supplement thereto. Nothing in this Section 7.4 is intended to preclude the Board of Directors of Seller from taking, or causing to be taken, any action which the Board of Directors determines, based on the advice of outside counsel as to legal matters, is required by Seller Board Fiduciary Duties.
Stockholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: