Common use of Shareholder Approval; Proxy Statement Clause in Contracts

Shareholder Approval; Proxy Statement. The Company shall take all actions necessary in accordance with the Articles of Incorporation, the Bylaws, the rules of Nasdaq and other applicable Law to call a meeting of its shareholders (the "Shareholders' Meeting") to be held as promptly as practicable after the date hereof for the purpose of approving the Share Issuance and the Articles of Amendment. The Company and Purchaser shall consult with each other in connection with Shareholders' Meeting. The Company shall cause the Board (a) to recommend to the Company's shareholders approval of the Share Issuance and the Articles of Amendment, (b) not to withdraw, modify or change such recommendation and (c) to continue to recommend to the shareholders of the Company the approval and the adoption of such matters. The record date for the Shareholders' Meeting shall not be on or prior to the First Closing Date. As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the SEC the Proxy Statement with respect to the approval and adoption by the Company's shareholders of the Share Issuance and the Articles of Amendment. As promptly as practicable after the clearance of the Proxy Statement by the SEC but subject to the fourth sentence of this Section 4.2, the Company shall mail the Proxy Statement to its shareholders of record at least 20 calendar days prior to the Shareholders' Meeting and shall use its reasonable best efforts to solicit and obtain the affirmative vote of the requisite percentage of the shareholders of the Company with respect to approval of the Share Issuance and the Articles of Amendment.

Shareholder Approval; Proxy Statement. The Company shall take all actions necessary (a) If the Shareholder Approval is required under the Business Corporation Law in order to consummate the Merger other than pursuant to Section 1924(b)(1)(ii) of the Business Corporation Law, then, in accordance with the Business Corporation Law, the Company Articles of Incorporation, Incorporation and the Company Bylaws, the Exchange Act, and any applicable rules and regulations of Nasdaq and other applicable Law to call a meeting of its shareholders (The NASDAQ Stock Market, the "Shareholders' Meeting") to be held Company, in consultation with Parent, shall as promptly as practicable after the date hereof consummation of the Offer, for the purpose of approving obtaining the Shareholder Approval, duly set a record date (which shall be as promptly as reasonably practicable following the Share Issuance Acceptance Time) for, call, give notice of, convene and the Articles hold a special meeting of Amendment. The Company and Purchaser shall consult with each other in connection with Shareholders' Meeting. The Company shall cause the Board (a) to recommend to the Company's shareholders approval of the Company (the “Shareholder Meeting”) as promptly as reasonably practicable following the Share Issuance Acceptance Time. Subject to Section 5.02(d) and Section 5.02(e), the Articles of Amendment, (b) not to withdraw, modify or change such recommendation and (c) to continue to Company Board shall recommend to that the shareholders of the Company vote in favor of adoption of this Agreement. At the approval Shareholder Meeting, Parent will cause all Shares held of record by Parent or Merger Sub (or its assignees, if any) as of the applicable record date and entitled to vote thereon in favor of the adoption of such mattersthis Agreement. The record date for Company shall comply with the Shareholders' Meeting shall not be on or prior to the First Closing Date. As promptly as practicable after the execution of this AgreementBusiness Corporation Law, the Company shall prepare Articles of Incorporation and file the Company Bylaws, the Exchange Act and the rules and regulations of The NASDAQ Stock Market in connection with the SEC the Proxy Statement with respect to the approval Shareholder Meeting, including preparing and adoption by the Company's shareholders of the Share Issuance and the Articles of Amendment. As promptly as practicable after the clearance of the Proxy Statement by the SEC but subject to the fourth sentence of this Section 4.2, the Company shall mail delivering the Proxy Statement to its the Company’s shareholders of record at least 20 calendar days prior as required pursuant to the Shareholders' Meeting Exchange Act and Section 6.01(b) below. The Company shall use its reasonable best efforts to solicit and obtain the affirmative vote from its shareholders proxies in favor of the requisite percentage adoption of this Agreement and approval of the Merger, and secure any approval of shareholders of the Company with respect that is required by applicable Law to approval of effect the Share Issuance and the Articles of AmendmentMerger.