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.