Common use of Seller Stockholder Meeting Clause in Contracts

Seller Stockholder Meeting. (a) As soon as practicable after the Agreement Date, Seller shall prepare, with the cooperation of Parent and Buyer, a proxy statement satisfying the requirements of Regulation 14A under the Exchange Act (the “Seller Proxy Statement”) in connection with the solicitation of the holders of Seller Common Stock of adoption of this Agreement and approval of the Asset Purchase. Each of Seller, Parent and Buyer shall use its reasonable best efforts to cause the Seller Proxy Statement to comply with all Applicable Legal Requirements, including all applicable federal and state securities laws. (b) Seller shall use its reasonable best efforts (i) to cause to be filed with the SEC, the Seller Proxy Statement in preliminary form, as soon as practicable following the Agreement Date and (ii) to mail the Seller Proxy Statement in definitive form to all holders of Seller Common Stock entitled to receive such Seller Proxy Statement under the Delaware General Corporation Law, as promptly as practicable. (c) Seller shall take all such other necessary action in accordance with Delaware General Corporation Law, its Certificate of Incorporation and its Bylaws to call, convene and hold the Seller Stockholder Meeting. Seller shall take such action as soon as practicable after the date (i) the California Commissioner issues the Permit, (ii) Parent and Seller determine in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before the Termination Date or (iii) the California Commissioner notifies Parent, Buyer or Seller of the California Commissioner’s determination not to grant the Hearing, not to permit the mailing of the Hearing Notice and/or not to issue the Permit. Seller, after consultation with Parent, may postpone or adjourn the Seller Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Seller Proxy Statement is provided to the Seller’s stockholders or, if as of the time for which the Seller Stockholder Meeting is originally scheduled there are insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller Stockholder Meeting. Subject to Section 5.5(c), Seller shall use its reasonable best efforts to solicit from stockholders of Seller such proxies as are required to adopt this Agreement and approve the Asset Purchase and shall take all other action necessary or advisable to secure the vote of holders of Seller Common Stock required to effect each of the transactions contemplated by this Agreement.

Seller Stockholder Meeting. (a) As soon as practicable after the Agreement Date, Seller shall prepare, with the cooperation and its Board of Parent and Buyer, a proxy statement satisfying the requirements of Regulation 14A under the Exchange Act Directors (the “Seller Proxy StatementBoard”) shall take all action necessary in connection accordance with applicable Law and Seller’s Sixth Amended and Restated Certificate of Incorporation (the solicitation “Seller Charter”) and Amended and Restated Bylaws (the “Seller Bylaws”) to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the holders Seller’s stockholders (the “Seller Special Meeting”) for the purpose of Seller Common Stock of adoption of considering and voting upon a resolution approving and adopting this Agreement and approval the transactions contemplated hereby (the “Acquisition Proposal”). The Seller Special Meeting shall be duly called and held as provided in the preceding sentence even if the Seller Board withdraws or modifies its recommendation of the Asset PurchaseAcquisition Proposal as provided in Section 6.6. Each Unless otherwise expressly agreed in writing by Purchaser, the only matters Seller shall propose to be acted on by Seller’s stockholders at the Seller Special Meeting shall be the Acquisition Proposal and related matters incidental to the consummation of the transactions contemplated hereby. Subject to Section 6.6, the Seller Board will recommend that the Seller, Parent ’s stockholders vote in favor of approval and Buyer shall adoption of the Acquisition Proposal and Seller will use its reasonable best efforts to cause solicit from its stockholders proxies in favor of such approval and adoption and take all other action necessary or advisable to secure the vote or consent of the stockholders of Seller Proxy Statement to comply with all Applicable Legal Requirements, including all applicable federal and state securities laws. (b) Seller shall use its reasonable best efforts (i) to cause to be filed with required by the SECDGCL, the Seller Proxy Statement in preliminary formCharter, as soon as practicable following the Agreement Date and (ii) to mail the Seller Proxy Statement in definitive form Bylaws or otherwise to all effect the transactions contemplated hereby. Seller shall not require any vote greater than a majority of the votes entitled to be cast by the holders of the issued and outstanding shares of Seller Common Stock entitled for approval of the Acquisition Proposal. Notwithstanding anything to receive such Seller Proxy Statement under the Delaware General Corporation Lawcontrary contained in this Agreement, as promptly as practicable. (c) Seller shall take all such other necessary action in accordance with Delaware General Corporation Law, its Certificate of Incorporation and its Bylaws to call, convene and hold the Seller Stockholder Meeting. Seller shall take such action as soon as practicable after the date (i) the California Commissioner issues the Permit, (ii) Parent and Seller determine in writing that the Permit cannot be obtained, may adjourn or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before the Termination Date or (iii) the California Commissioner notifies Parent, Buyer or Seller of the California Commissioner’s determination not to grant the Hearing, not to permit the mailing of the Hearing Notice and/or not to issue the Permit. Seller, after consultation with Parent, may postpone or adjourn the Seller Stockholder Special Meeting to the extent necessary to ensure that any required necessary supplement or amendment to the Seller Proxy Statement is provided to its stockholders in advance of a vote on the Seller’s stockholders Acquisition Proposal or, if as of the time for which the Seller Stockholder Special Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller Stockholder Special Meeting. Subject to Section 5.5(c), Seller shall use its reasonable best efforts to solicit from stockholders of Seller such proxies as are required to adopt this Agreement and approve the Asset Purchase and shall take all other action necessary or advisable to secure the vote of holders of Seller Common Stock required to effect each of the transactions contemplated by this Agreement.

Seller Stockholder Meeting. (a) As soon as practicable after the Agreement Datedate of this Agreement, Seller shall prepare, prepare and file with the cooperation of Parent and Buyer, SEC a proxy statement satisfying (collectively, as amended or supplemented, the requirements “Proxy Statement”) that will be provided to Seller’s stockholders in connection with solicitation of Regulation 14A under proxies for use at the Exchange Act meeting of Seller’s stockholders called to vote upon the authorization of the sale of the Shares pursuant to the terms of this Agreement and to vote upon the authorization of the Company Charter Amendment (the “Seller Proxy StatementStockholder Meeting”) ). Purchasers shall timely furnish all information concerning Purchasers and their respective Affiliates as Seller may reasonably request in connection with the solicitation preparation and filing with the SEC of the holders of Proxy Statement. Subject to applicable Law, Seller Common Stock of adoption of this Agreement and approval of the Asset Purchase. Each of Seller, Parent and Buyer shall use its reasonable best efforts to cause the Seller Proxy Statement to comply be disseminated to Seller’s stockholders as promptly as practicable following the filing thereof with the SEC and confirmation from the SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Seller and each Purchaser shall promptly correct any information provided by it or any of its respective Representatives for use in the Proxy Statement if and to the extent that such information contains any untrue statement of material fact or omits to state a material fact required to be stated therein, or to the extent necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Seller shall take all Applicable Legal Requirementssteps necessary to cause the Proxy Statement, including all as so corrected, to be filed with the SEC and disseminated to Seller’s stockholders, in each case as and to the extent required by applicable federal Law. Seller shall provide Purchasers and state securities lawstheir counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and Seller shall give reasonable and good faith consideration to any comments made by Purchasers and its counsel (it being understood that Purchasers and their counsel shall provide any comments thereon as soon as reasonably practicable). Seller shall provide in writing to Purchasers and their counsel any comments or other communications, whether written or oral, Seller or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and Seller shall provide Purchasers and their counsel a reasonable opportunity to review and comment on any response to any such comments of the SEC or its staff, and Seller shall give reasonable and good faith consideration to any comments made by Purchasers and their counsel (it being understood that Purchasers and their counsel shall provide any comments thereon as soon as reasonably practicable). Seller shall respond as promptly as practicable to any comments of the SEC with respect to the Proxy Statement. (b) Seller shall use its reasonable best efforts (i) to cause to be filed with the SEC, the Seller Proxy Statement in preliminary formshall, as soon as practicable following after the Agreement Date and (ii) to mail the Seller Proxy Statement in definitive form to all holders date of Seller Common Stock entitled to receive such Seller Proxy Statement under the Delaware General Corporation Lawthis Agreement, as promptly as practicable. (c) Seller shall take all such other necessary action in accordance with Delaware General Corporation Lawapplicable Law and the Seller Organizational Documents, its Certificate of Incorporation and its Bylaws to duly call, give notice of, set a single record date for, and convene and hold the Seller Stockholder Meeting. Seller shall take such action as soon as practicable after the date (i) the California Commissioner issues the Permit, (ii) Parent and Seller determine ensure that all proxies solicited in writing that the Permit cannot be obtained, or cannot reasonably be expected to be obtained, in time to permit the Closing to occur on or before the Termination Date or (iii) the California Commissioner notifies Parent, Buyer or Seller of the California Commissioner’s determination not to grant the Hearing, not to permit the mailing of the Hearing Notice and/or not to issue the Permit. Seller, after consultation connection with Parent, may postpone or adjourn the Seller Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to are solicited in accordance with applicable Law. Unless a Change in the Seller Proxy Statement is provided to the Seller’s stockholders or, if as of the time for which the Seller Stockholder Meeting is originally scheduled there are insufficient shares of Seller Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Seller Stockholder Meeting. Subject to Section 5.5(c)Board Recommendation shall have occurred, Seller shall (i) use its reasonable best efforts to solicit from Seller’s stockholders proxies in favor of (A) the authorization of the sale of the Shares pursuant to the terms of this Agreement, and (B) the Company Charter Amendment, and (ii) take any other reasonable measures to secure the Required Stockholder Vote. Once the Seller such Stockholder Meeting has been noticed and called, Seller shall not postpone or adjourn the Seller Stockholder Meeting without the prior written consent of the Purchasers (other than (i) in order to obtain a quorum of its stockholders or (ii) as reasonably determined by Seller, in good faith, to comply with applicable Law). The foregoing sentence notwithstanding, if on a date for which the Seller Stockholder Meeting is scheduled, Seller has not received proxies as are required representing a sufficient number of shares to adopt obtain the Required Stockholder Vote, whether or not a quorum is present, Seller may make one or more successive postponements or adjournments of the Seller Stockholder Meeting; provided that Seller Stockholder Meeting is not postponed or adjourned to a date that is later than the earlier of (x) the date that is forty-five (45) days after the date for which the Seller Stockholder Meeting was originally scheduled and (y) twenty (20) Business Days prior to the Outside Date. Unless this Agreement is validly terminated in accordance with Section 8.01, Seller shall submit this Agreement and approve the Asset Purchase and Company Charter Amendment to its stockholders at the Seller Stockholder Meeting even if the Seller Board shall take all other action necessary or advisable to secure have effected a Change in the vote of holders of Seller Common Stock required to effect each of the transactions contemplated by this AgreementBoard Recommendation.