Common use of Shareholder Meeting; Proxy Material Clause in Contracts

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors currently intend to vote all shares owned by them in favor of the Merger. The Company will provide Parent with a copy of the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.

Shareholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its shareholders (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable after (and with a record date after) the purchase of Shares pursuant to the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all Board of its directors currently intend to vote all shares owned by them in favor Directors of the Merger. The Company will provide Parent with a copy shall, subject to Section 6.04(c), recommend approval and adoption of this Agreement and the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request Merger by the SEC or its staff for amendments or supplements to Company's shareholders and the Company shall include in the Company Proxy Statement or for additional information such recommendation and will supply Parent with copies the determination of all correspondence between the Board of Directors of the Company that the transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to, and in the best interests of, the shareholders of the Company. Notwithstanding the foregoing, following receipt of an unsolicited bona fide written Superior Proposal, the Board of Directors may withdraw or any modify its recommendation, but only to the extent that the Board of its representatives, Directors of the Company shall have concluded in good faith on the one hand, and basis of advice from outside counsel that such action by the SEC or its staff, on Board of Directors is required in order to comply with the other hand, with respect fiduciary duties of the Board of Directors to the Company Proxy Statement or the Merger. If at any time prior to shareholders of the Company Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to under applicable law. Without limiting the Company Proxy StatementCompany's obligations under this Section 6.02, the Company will promptly prepare furnish Parent and mail Merger Sub with a list of the Company's shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the record date for the Company Shareholder Meeting, and will provide to its shareholders Parent and Merger Sub such an amendment additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, Merger Sub may reasonably request in order to which enable Parent reasonably objectsand Merger Sub to solicit proxies from the Company's shareholders.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors , unless Michigan Law does not require a vote of shareholders of the Company shall recommend approval and adoption for consummation of this Agreement and the Merger by the Company's shareholdersMerger. In connection with such meeting, the Company will (i) will promptly prepare and file with the SEC, will use its all commercially reasonable efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) will use its best all commercially reasonable efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, Transactions and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of shall give Parent and its directors currently intend counsel the opportunity to vote all shares owned by them in favor of review the Merger. The Company will provide Parent with a copy of the preliminary proxy statement Proxy Statement and all modifications thereto amendments and supplements thereto, prior to filing or delivery to their being filed with the SEC and will consult with Parent in connection therewithSEC. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and will promptly supply Parent with reports of all oral communications and copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Stockholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders stockholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.

Shareholder Meeting; Proxy Material. (a) In connection with the Company Shareholder Meeting, the Company shall as promptly as practicable following the date hereof (but in any event, within ten Business Days) prepare and file the Company Proxy Statement with the SEC. The Company shall cause consult with Parent and Merger Subsidiary and their counsel in the preparation of the Company Proxy Statement. The Company shall not file the preliminary Company Proxy Statement, or any amendment or supplement thereto, without providing Parent a meeting reasonable opportunity to review and comment thereon. The Company agrees to correct any information in the Company Proxy Statement which to the knowledge of the Company shall have become false or misleading in any material respect and the Company shall promptly file with the SEC an amendment or supplement setting forth such correction and mail to its shareholders (shareholders, to the "extent required by law, such amendment or supplement. The Company Shareholder Meeting") to be duly called and held shall as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors currently intend to vote all shares owned by them in favor of the Merger. The Company will provide Parent with a copy of the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff with respect to the Company Proxy Statement and of any request by the SEC or its staff for amendments or supplements any amendment to the Company Proxy Statement or for additional information and will supply (ii) provide Parent with copies of all correspondence between the Company or any of and its authorized representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or Statement. The Company and Parent shall use their respective reasonable best efforts (with the Merger. If at assistance of the other) to resolve any time prior SEC staff comments with respect to the preliminary Company Shareholder Meeting there shall occur Proxy Statement as promptly as practicable after receipt thereof and to cause the Company Proxy Statement in definitive form to be mailed to the holders of shares of Company Common Stock as promptly as reasonably practicable (but in any event event, within five Business Days) following the time the Company is informed that should be set forth in an amendment the SEC staff will not review or supplement will have no further comments with respect to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the MergerMerger unless a vote of shareholders of the Company is not required by Delaware Law. The Directors of the Company shall shall, subject to their fiduciary duties as advised in writing by Gibsxx, Xxnn & Xrutxxxx XXX, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Gibsxx, Xxnn & Xrutxxxx XXX, counsel to the Company, will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors currently intend Company, Parent and Merger Subsidiary, as the case may be, shall promptly prepare and file any other filings required under the Exchange Act or any other federal or state securities or corporate laws relating to vote all shares owned by them in favor the Merger and the transactions contemplated herein (the "Other Filings"). Each of the Merger. The Company will provide Parent with a copy of parties hereto shall notify the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent other parties hereto promptly of the receipt by it of any comments from the SEC or its staff Staff and of any request by of the SEC or its staff for amendments or supplements to the Company Proxy Statement or by the SEC or any other governmental officials with respect to any Other Filings or for additional information and will supply Parent the other parties hereto with copies of all correspondence between the Company or any of it and its representatives, on the one hand, and the SEC or the members of its staffStaff or any other governmental officials, on the other hand, with respect to the Company Proxy Statement Statement, any Other Filings or the Merger. The Company, Parent and Merger Subsidiary each shall use all reasonable efforts to obtain and furnish the information required to be included in the Company Proxy Statement or any Other Filings. If at any time prior to the Company Shareholder Meeting time of approval of this Agreement and the Merger by the Company's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will shall promptly prepare and mail to its shareholders such an amendment or supplement. The Company will shall not mail any the Company Proxy StatementStatement or, except as required by the Exchange Act or the rules and regulations promulgated thereunder, any amendment or supplement thereto, thereto to its shareholders to which Parent reasonably objects. At the Company Shareholder Meeting, Parent, the Merger Subsidiary and their respective affiliates will vote all Shares owned by them in favor of approval and adoption of this Agreement, the Merger and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, in the event that Parent and Merger Subsidiary shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree, at the request of Parent and Merger Subsidiary, to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition and the satisfaction or waiver of the conditions of this Agreement, without a meeting of the shareholders of the Company.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall shall, subject to their fiduciary du- ties under the CGCL as determined by the Board of Directors in accordance with the written advice of Stradling, Yocca, Carlson & Rauth, counsel to the Company, recommend approval axxxxxxx and adoption adop- tion of this Agreement and the Merger by the Company's shareholdersshare- holders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable efforts best ef- forts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company under the CGCL as determined by the Board of Direc- tors in accordance with the written advice of Stradling, Yocca, Carlson & Rauth, counsel to the Company, will use its best efforts ef- xxxxs to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, hereby and (iii) will otherwise comply with all legal requirements applicable ap- plicable to such meeting. The Company has been advised that all of its directors and executives currently intend to vote all shares owned by them in favor of the Merger. The Company will provide Parent with a copy of the preliminary proxy statement state- ment and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewiththere- with. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Com- pany Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Com- pany Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder MeetingCOMPANY SHAREHOLDER MEETING") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the authorization of the Merger. The Directors directors of the Company shall shall, subject to their fiduciary duties as advised by counsel, recommend approval and adoption of this Agreement and authorization of the Merger by the Company's shareholders. In connection The Company will, in cooperation with such meetingFarnell, the Company (i) will as promptly as practicable, prepare and file with the SEC, SEC a preliminary proxy statement in connection with the Merger and related transactions contemplated hereby (which Proxy Statement shall be combined with the Registration Statement) and will use its reasonable best efforts in cooperation with Farnell to have cleared by respond to the comments of the SEC in connection therewith, furnish all information required to prepare the definitive Proxy Statement (the "PROXY STATEMENT") (including, without limitation, financial statements and supporting schedules and certificates and reports of independent public accountants) and cause the combined Proxy Statement and Registration Statement to be declared effective. The Company (a) will thereafter mail cause the Proxy Statement to be mailed to its shareholders as promptly as practicable and, if necessary, after the Company Proxy Statement and all other shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy materials for such meetingmaterial and, if required in connection therewith, resolicit proxies, (iib) will use its best efforts (subject to the fiduciary duties, as advised by counsel, of its Board of Directors) to obtain the necessary approvals adoption by its shareholders of this Agreement and the transactions contemplated hereby, authorization of the Merger and (iiic) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors currently intend to vote all shares owned by them in favor Without limiting the generality of the Merger. The foregoing, the Company will provide Parent with a copy of the preliminary proxy statement and all modifications thereto prior agrees that its obligations pursuant to filing or delivery this Section 5.2 (other than pursuant to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request clause (b)) shall not be altered by the SEC commencement, public proposal, public disclosure or its staff for amendments or supplements communication to the Company Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objectsAcquisition Proposal.

Shareholder Meeting; Proxy Material. The Company shall ----------------------------------- cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall shall, subject to their fiduciary duties under the CGCL as determined by the Board of Directors in accordance with the written advice of Stradling, Yocca, Xxxxxxx & Xxxxx, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company under the CGCL as determined by the Board of Direc- tors in accordance with the written advice of Stradling, Yocca, Xxxxxxx & Xxxxx, counsel to the Company, will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors and executives currently intend to vote all shares owned by them in favor of the Merger. The Company will provide Parent with a copy of the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.

Shareholder Meeting; Proxy Material. The Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Directors of the Company shall shall, subject to their fiduciary duties under the MBCL as determined by the Board of Directors in their reasonable good faith judgment, recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company under the MBCL as determined by the Board of Directors will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting. The Company has been advised that all of its directors and executives currently intend to vote all shares owned by them in favor of the Merger. The Company will provide Parent with a copy of the preliminary proxy statement and all modifications thereto prior to filing or delivery to the SEC and will consult with Parent in connection therewith. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Company Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Company Proxy Statement or the Merger. If at any time prior to the Company Company's Shareholder Meeting there shall occur any event that should be set forth in an amendment or supplement to the Company Proxy Statement, the Company will promptly prepare and mail to its shareholders such an amendment or supplement. The Company will not mail any Company Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects.