Common use of RMT Partner Stockholders’ Meeting Clause in Contracts

RMT Partner Stockholders’ Meeting. (a) Subject to Section 8.2, RMT Partner will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene and hold a meeting of its stockholders for the purpose of obtaining the RMT Partner Stockholder Approval (the “RMT Partner Stockholders Meeting”) as promptly as practicable following the date on which the SEC advises it has no further comments on the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the RMT Partner Registration Statement is declared effective, and in any event within 45 days thereafter, and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or, if as of the time for which the RMT Partner Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Pre-Closing RMT Partner Voting Capital Stock represented (either in person or by proxy) and voting to approve the RMT Partner Share Issuance and the RMT Partner Charter Amendment or to constitute a quorum necessary to conduct the business of the RMT Partner Stockholders Meeting. Subject to Section 8.3, the RMT Partner Board shall recommend that the stockholders of RMT Partner approve the RMT Partner Share Issuance and the RMT Partner Charter Amendment and shall take all lawful action to solicit such approval. Without limiting the generality of the foregoing, RMT Partner agrees that, unless this Agreement is terminated in accordance with its terms, and, to the extent required by the terms of this Agreement, RMT Partner pays to Remainco the RMT Partner Termination Fee in accordance with Section 10.5(b), its obligations to hold the RMT Partner Stockholders Meeting pursuant to this Section 8.5 shall not be affected by the making of an RMT Partner Change of Recommendation by the RMT Partner Board and its obligations pursuant to this Section 8.5 shall not be affected by the commencement of or announcement or disclosure of or communication to RMT Partner of any RMT Partner Acquisition Proposal.

RMT Partner Stockholders’ Meeting. (a) Subject to Section 8.2, RMT Partner will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene and hold a meeting of its stockholders for the purpose of obtaining the RMT Partner Stockholder Approval (the “RMT Partner Stockholders Meeting”) as As promptly as practicable following the date on which the SEC advises it has no further comments shall clear (whether orally or in writing) the Joint Proxy Statement/Prospectus and declare the RMT Partner Form S-4 Registration Statement effective, RMT Partner: (i) shall take all action necessary under all applicable Legal Requirement to call, give notice of and hold a meeting of the holders of RMT Partner Common Stock (the “RMT Partner Stockholders’ Meeting”) to vote on a proposal to approve the Proxy Statement and, if required by the SEC as a condition issuance of shares of RMT Partner Common Stock pursuant to the mailing Merger pursuant to rules of the Proxy StatementNew York Stock Exchange and (ii) shall submit such proposal to such holders at the RMT Partner Stockholders’ Meeting. Except as set forth on Section 5.2(a) of the RMT Partner Disclosure Letter, RMT Partner shall not submit any other proposals for approval at the RMT Partner Stockholders’ Meeting without the prior written consent of Remainco (such consent not to be unreasonably withheld, conditioned or delayed). RMT Partner in consultation with Remainco shall set a record date for Persons entitled to notice of, and to vote at, the RMT Partner Registration Statement is declared effective, and in any event within 45 days thereafter, and to cause such vote to be taken, Stockholders’ Meeting and shall not change such record date without the prior written consent of Remainco (such consent not to be unreasonably withheld, conditioned or delayed). RMT Partner shall use its reasonable best efforts to ensure that all proxies solicited by the RMT Partner Companies and their Representatives in connection with the RMT Partner Stockholders’ Meeting are solicited in material compliance with all applicable Legal Requirement. Notwithstanding anything to the contrary contained in this Agreement, RMT Partner may after consultation with Remainco adjourn or postpone or adjourn such meeting except the RMT Partner Stockholders’ Meeting: (i) to the extent necessary to ensure that any supplement or amendment to the Joint Proxy Statement/Prospectus that is required by Law or, applicable Legal Requirement (or in connection with the settlement of any applicable litigation) is timely provided to RMT Partner’s stockholders; (ii) if as of the time for which the RMT Partner Stockholders Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Pre-Closing RMT Partner Voting Capital Common Stock represented (either in person or by proxy) and voting to approve the RMT Partner Share Issuance and the RMT Partner Charter Amendment or to constitute a quorum necessary to conduct the business of to be conducted at the RMT Partner Stockholders Stockholders’ Meeting. Subject ; or (iii) if additional time is reasonably required to Section 8.3solicit proxies in favor of the approval of the issuance of shares of RMT Partner Common Stock pursuant to the Merger; provided, however, that the RMT Partner Board Stockholders’ Meeting shall recommend that not be postponed or adjourned for more than 30 days without the stockholders prior written consent of RMT Partner approve the RMT Partner Share Issuance and the RMT Partner Charter Amendment and shall take all lawful action to solicit such approvalRemainco. Without limiting the generality of the foregoing, RMT Partner agrees that, unless Unless this Agreement is shall have been terminated in accordance with Article VIII, nothing contained in this Agreement shall be deemed to relieve RMT Partner of its terms, and, obligations to submit the issuance of shares of RMT Partner Common Stock pursuant to the extent required by Merger to its stockholders for a vote on the terms of approval thereof. Unless this Agreement, RMT Partner pays to Remainco the RMT Partner Termination Fee Agreement shall have been terminated in accordance with Section 10.5(b)Article VIII, its obligations RMT Partner’s obligation to hold the RMT Partner Stockholders Stockholders’ Meeting pursuant to this Section 8.5 5.2(a) shall not be affected by the making of an RMT Partner Change of Recommendation by the RMT Partner Board and its obligations pursuant to this Section 8.5 shall not be affected by the commencement of commencement, public proposal or announcement or public disclosure of or communication to RMT Partner of any Acquisition Proposal with respect to RMT Partner or any Acquisition ProposalInquiry with respect to RMT Partner or by any RMT Partner Change in Recommendation.