Common use of Shareholder Meeting; Proxy Material Clause in Contracts

Shareholder Meeting; Proxy Material. (a) Unless this Agreement is to be adopted pursuant to Section 1924(b)(1)(ii) of the PBCL in accordance with subparagraph (b) of this Section 6.2, the Company shall cause a special meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable following the acceptance for payment and purchase of Shares by Merger Subsidiary 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; provided, however, that the Company's Board of Directors may withdraw, adversely modify or take a public position materially inconsistent with such recommendation if permissible under Section 6.4(a)(ii) hereof. In connection with any Company Shareholder Meeting, the Company will (i) promptly prepare and file with the SEC, use its best efforts to have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable, the Company Proxy Statement and all other proxy materials for such special meeting, (ii) use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, (iii) include in such Company Proxy Statement a copy of this Agreement or a summary thereof and a copy of Subchapter 15D of the PBCL (relating to dissenters rights), and (iv) otherwise comply with all legal requirements applicable to such special meeting. The Company Proxy Statement shall not be filed and no amendment or supplement to the Company Proxy Statement shall be made by the Company without reasonable advance consultation with Parent, EGS, Merger Subsidiary and their counsel.

Shareholder Meeting; Proxy Material. (a) Unless this Agreement is to be adopted pursuant to Section 1924(b)(1)(ii) of the PBCL in accordance with subparagraph (b) of this Section 6.2, the The Company shall cause a special meeting of its shareholders (the "“Company Shareholder Meeting"”) to be duly called and held as soon as reasonably practicable following the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant to the Offer, for the purpose of voting on the approval and adoption of this Agreement and the Plan of Merger. The Subject to Section 7.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Plan of Merger by the Company's ’s shareholders; provided, however, that the Company's Board of Directors may withdraw, adversely modify or take a public position materially inconsistent with such recommendation if permissible under Section 6.4(a)(ii) hereof. In connection with any Company Shareholder Meetingsuch meeting, the Company will shall (i) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its shareholders as promptly as practicable, practicable the Company Proxy Statement (which shall be filed as part of the Registration Statement) and all other proxy materials for such special meeting, (ii) use its reasonable best efforts to obtain the necessary approvals by its shareholders of this Agreement Agreement, the Plan of Merger and the transactions contemplated hereby, subject to Section 7.03(b) and (iii) include in such Company Proxy Statement a copy of this Agreement or a summary thereof and a copy of Subchapter 15D of the PBCL (relating to dissenters rights), and (iv) otherwise comply with all legal requirements applicable to such special meeting. The Company Proxy Statement Unless this Agreement has been terminated in accordance with the terms of Article 11, this Agreement and the Plan of Merger shall not be filed and no amendment or supplement submitted to the Company Proxy Statement shall be made by Company’s shareholders at the Company without reasonable advance consultation with Parent, EGS, Shareholder Meeting whether or not the Board of Directors of the Company determines at any time that this Agreement or the Merger Subsidiary is no longer advisable and their counselrecommends that the shareholders of the Company reject it.

Shareholder Meeting; Proxy Material. (a) Unless this Agreement is to be adopted pursuant to Section 1924(b)(1)(ii) of the PBCL in accordance with subparagraph (b) of this Section 6.2, the The Company shall cause (i) take all action necessary to establish a special record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the "“Company Shareholder Meeting"”) to be duly called and held as soon as reasonably practicable following the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant to the Offer, for the purpose of voting on the approval and adoption of having this Agreement and adopted by the Merger. The Directors shareholders of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders; provided, however, that the Company's Board of Directors may withdraw, adversely modify or take a public position materially inconsistent in accordance with such recommendation if permissible under Section 6.4(a)(ii) hereof. In connection with any Company Shareholder Meeting, the Company will (i) promptly prepare and file with the SEC, use its best efforts to have cleared by the SEC and thereafter mail to its shareholders applicable Law as promptly as practicable, reasonably practicable after the SEC clears the Company Proxy Statement and all other proxy materials for such special meeting, (ii) unless a Recommendation Withdrawal occurs in accordance with the proviso in the immediately succeeding sentence, (A) use its reasonable best efforts to obtain solicit the necessary approvals by its shareholders adoption of this Agreement by the shareholders of the Company, including the solicitation of proxies in favor of such adoption and the transactions contemplated herebyapproval, and (iiiB) include in such the Company Proxy Statement a copy the recommendation of the Board of Directors of the Company that the shareholders of the Company adopt this Agreement or a summary thereof and a copy (the “Recommendation”). Neither the Board of Subchapter 15D Directors of the PBCL Company nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Recommendation or (y) take any other action or make any other public statement in connection with the Company Shareholder Meeting inconsistent with such Recommendation (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”); provided that, anything to the contrary contained in this Agreement notwithstanding, the Board of Directors of the Company may effect a Recommendation Withdrawal (subject to the Company having complied with its obligations under Section 7.4) if such Board of Directors determines in good faith (after consultation with outside counsel) that failure to take such action could reasonably be expected to be inconsistent with its fiduciary obligations. Notwithstanding any Recommendation Withdrawal, unless this Agreement is terminated pursuant to, and in accordance with, Section 9.1, this Agreement shall be submitted to the shareholders of the Company at the Company Shareholder Meeting for the purpose of adopting this Agreement. If, at any time prior to the Effective Time, any information relating to dissenters rights)the Company, and (iv) otherwise comply with all legal requirements applicable to such special meeting. The Company Proxy Statement shall not Parent or Merger Sub or any of their respective Affiliates should be filed and no discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Company Proxy Statement shall be made by so that the Company without reasonable advance consultation with ParentProxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, EGSin light of the circumstances under which they are made, Merger Subsidiary and their counselnot misleading, the party that discovers such information shall promptly notify the other parties and, to the extent required by applicable Law, the Company shall disseminate an appropriate amendment thereof or supplement thereto describing such information to the Company’s shareholders.

Shareholder Meeting; Proxy Material. (a) Unless this Agreement is to be adopted pursuant to Section 1924(b)(1)(ii) of the PBCL in accordance with subparagraph (b) of this Section 6.2, the The Company shall cause a special meeting of its shareholders (the "“Company Shareholder Meeting"”) to be duly called and held as soon as reasonably practicable following confirmation from the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant SEC that it has no further comments to the Offer, Company Proxy Statement for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Subject to Section 6.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's ’s shareholders; provided. Subject to the terms and conditions of this Agreement, however, that an Adverse Recommendation Change permitted by Section 6.03(b) will not constitute a breach by the Company's Board Company of Directors may withdraw, adversely modify or take a public position materially inconsistent with such recommendation if permissible under Section 6.4(a)(ii) hereofthis Agreement. In connection with any the Company Shareholder Meeting, the Company will shall (i) after consultation with Parent, promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by respond to the SEC SEC’s comments or requests for additional information regarding and thereafter mail to its shareholders as promptly as practicable, practicable the Company Proxy Statement and all other proxy materials for such special meeting, (ii) use its reasonable best efforts to obtain the necessary approvals by Company Shareholder Approval, including soliciting proxies from its shareholders of this Agreement shareholders, and the transactions contemplated hereby, (iii) include in such Company Proxy Statement a copy of this Agreement or a summary thereof and a copy of Subchapter 15D of the PBCL (relating to dissenters rights), and (iv) otherwise comply in all material respects with all legal requirements applicable to such special meeting; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholder Meeting (but not beyond the End Date) (a) if and to the extent necessary to obtain a quorum (either in person or by proxy) of its shareholders to take action at the Company Shareholder Meeting, (b) if and to the extent the Company determines in good faith that such delay, adjournment, or postponement is required by Applicable Law and/or (c) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its legal counsel) such delay or postponement is necessary or appropriate, including in order to give the Company’s shareholders sufficient time to evaluate any new information or disclosure that the Company has sent them or otherwise made available to the Company’s shareholders by issuing a press release, filing materials with the SEC, or otherwise. The Company shall notify Parent promptly upon receipt of any comments or requests for information from the SEC or its staff or any other Governmental Authority for amendments or supplements to the Company Proxy Statement and shall not be filed supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and no the SEC, its staff or any other Governmental Authority, on the other hand, with respect to the Company Proxy Statement. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Company Proxy Statement (including any amendment or supplement to the Company Proxy Statement shall be made Statement) or responding to any comments or requests for additional information by the SEC or any other Governmental Authority with respect thereto, the Company without shall provide Parent with a reasonable advance consultation with opportunity to review and comment on such documents or responses and shall include in such documents or responses comments reasonably proposed by Parent, EGS, Merger Subsidiary and their counsel.

Shareholder Meeting; Proxy Material. (a) Unless this Agreement is to be adopted pursuant to Section 1924(b)(1)(ii) of the PBCL in accordance with subparagraph (b) of this Section 6.2, the Company shall cause a special meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable following the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant to the Offer, Offer for the purpose of voting on the approval and adoption of this Agreement and the MergerMerger unless a vote of shareholders of Company is not required by the New York Law. The Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders; provided, however, that the Company's Board of Directors may withdraw, adversely modify or take a public position materially inconsistent with such recommendation if permissible under Section 6.4(a)(ii) hereof. In connection with any such meeting, Company Shareholder Meeting, the Company will will: (i) promptly after the consummation of the Offer, prepare and file with the SEC, use its best efforts effort to have cleared by the SEC SEC, and thereafter mail to its shareholders as promptly as practicable, the Company Proxy Statement a proxy statement and all other proxy materials for such special meeting, ; (ii) use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby, ; and (iii) include in such Company Proxy Statement a copy of this Agreement or a summary thereof and a copy of Subchapter 15D of the PBCL (relating to dissenters rights), and (iv) otherwise comply with all legal requirements applicable requirements. If requested by Buyer or Merger Subsidiary, Company will file a proxy statement and all other proxy materials with the SEC that are prepared by Buyer and reasonably acceptable to such Company and call a special meetingmeeting of shareholders, in anticipation of (and prior to) the purchase of Shares in response to the Offer. The actions required to be taken by Company Proxy Statement shall not be filed and no amendment or supplement its Board of Directors pursuant to the Company Proxy Statement this Section 6.03 shall be made by the Company without reasonable advance consultation with Parent, EGS, Merger Subsidiary and their counselsubject to Company's Board of Director's fiduciary duties.