Common use of Special Meeting of Stockholders Clause in Contracts

Special Meeting of Stockholders. (a) If required by applicable law in order to consummate the Merger, the Company agrees to take all steps necessary to cause a special meeting of the Stockholders (the "Special Meeting") to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment and purchase of shares of Company Common Stock by the Parent or its affiliates pursuant to the Offer for the purpose of voting to approve this Agreement and the Merger. In connection with the Special Meeting, the Board of Directors of the Company shall, subject to the Board's fulfillment of its fiduciary duties under applicable Law, unanimously recommend to the Stockholders that the Stockholders vote in favor of the approval of this Agreement and the Merger. (b) In connection with the Special Meeting, the Company agrees to promptly prepare and cause to be filed with the SEC and mailed to the Stockholders a notice of the Special Meeting and a definitive proxy statement (the "Proxy Statement") and shall cause such notice to be mailed no later than the time required by applicable Law and the certificate of incorporation and bylaws of the Company. The Parent and Merger Sub agree to provide the Company with any information for inclusion in the Proxy Statement (or any amendments or supplements thereto) which is required by applicable Law or which is reasonably requested by the Company. The Company shall consult with the Parent and Merger Sub with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to its finalization. If, at any time prior to the Special Meeting, any event shall occur relating to the Company or the transactions contemplated by this Agreement which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly notify in writing the Parent and Merger Sub of such event. In such case, the Company, with the cooperation of the Parent and Merger Sub, will promptly prepare and mail such amendment or supplement and the Company shall consult with the Parent and Merger Sub with respect to such amendment or supplement and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify the Parent and Merger Sub at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Stockholders. (c) The Parent agrees that if any event with respect to the Parent, Merger Sub or their officers or directors shall occur which is required to be described in an amendment or supplement to the Proxy Statement or any other filing with the SEC that may be required in connection with this Agreement, the Merger and all matters related thereto, the Parent will promptly inform the Company thereof and the Company will cause such event to be so described and such amendment or supplement to be promptly filed with the SEC and, as required by law, disseminated to the Stockholders; provided, however, that prior to such filing or mailing the Company shall consult with the Parent and Merger Sub with respect to such amendment, supplement or other filing and shall afford the Parent and Merger Sub a reasonable opportunity to comment thereon.

Special Meeting of Stockholders. (a) If required by applicable law in order to consummate the Merger, the The Company agrees to take all steps necessary to cause shall hold a special meeting of the Stockholders stockholders (the "“Special Meeting"Meeting of Stockholders”) to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment Initial Closing Date, and purchase of shares of Company Common Stock by the Parent in any event, on or its affiliates pursuant to the Offer before June 30, 2009, for the purpose of voting obtaining the Shareholder Approval. As promptly as practicable after the execution of this Agreement, the Company shall prepare and file with the Commission a proxy statement relating to approve this Agreement the Special Meeting of Stockholders (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Each of the Parent and the MergerPurchaser shall furnish all information concerning it as may be required under the Exchange Act for inclusion in the Proxy Statement. In connection The Company shall provide each of the Parent and the Purchaser with a copy of the Proxy Statement for its review and comment prior to filing with the Special MeetingCommission, and no information concerning either the Board of Directors Parent or the Purchaser may be included in the Proxy Statement without prior consent of the Company shallParent or the Purchaser, subject as the case may be, which such consent shall not be unreasonably withheld, conditioned or delayed. The parties hereto agree that the Parent and the Purchaser shall provide to the Board's fulfillment of its fiduciary duties Company any information regarding either the Parent or the Purchaser required under applicable Law, unanimously recommend the Exchange Act or as may be requested by the Commission to be included in such Proxy Statement. No amendment or supplement to the Stockholders that Proxy Statement shall be made by the Stockholders vote in favor Company without the prior written consent of each of the approval of this Agreement Parent and the MergerPurchaser, such consent not to be unreasonably withheld, conditioned or delayed. The Company shall advise each of the Parent and the Purchaser, promptly after it receives notice thereof, of any request by the Commission for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the Commission for additional information. The Proxy Statement will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (b) In connection with The information supplied by the Special Meeting, the Company agrees to promptly prepare and cause to be filed with the SEC and mailed to the Stockholders a notice of the Special Meeting and a definitive proxy statement (the "Proxy Statement") and shall cause such notice to be mailed no later than the time required by applicable Law Parent and the certificate of incorporation and bylaws of Purchaser regarding the Company. The Parent and Merger Sub agree to provide the Company with any information Purchaser for inclusion in the Proxy Statement shall not, at (or any amendments or supplements theretoi) which is required by applicable Law or which is reasonably requested by the Company. The Company shall consult with the Parent and Merger Sub with respect to time the Proxy Statement (and or any amendments amendment thereof or supplements supplement thereto) is first mailed to the stockholders of the Company, and shall afford (ii) the Parent and Merger Sub reasonable opportunity time of the Special Meeting of Stockholders, contain any untrue statement of a material fact or omit to comment thereon prior state any material fact required to its finalizationbe stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. If, If at any time prior to the Special Meeting, Meeting of Stockholders any event shall occur or circumstance relating to the Company Parent or the transactions contemplated by this Agreement Purchaser shall occur which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will Parent and/or the Purchaser shall promptly notify in writing the Parent and Merger Sub of such event. In such case, inform the Company, with the cooperation of the Parent and Merger Sub, will promptly prepare and mail such amendment or supplement and the Company shall consult with the Parent and Merger Sub with respect to such amendment or supplement and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify the Parent and Merger Sub at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Stockholders. (c) The Parent agrees that if any event In connection with respect the Special Meeting of Stockholders and the transactions contemplated hereby, the Company and the Board of Directors will, subject to applicable law, (i) use its reasonable best efforts to obtain the Shareholder Approval, (ii) otherwise comply with all legal requirements applicable to the ParentSpecial Meeting of Stockholders and (iii) recommend approval of the Shareholder Approval by the stockholders of the Company and shall not withdraw or adversely modify (or propose to withdraw or adversely modify) such recommendation, Merger Sub or their officers or directors shall occur which is required to be described in an amendment or supplement to and the Proxy Statement or any other filing with the SEC that may be required in connection with this Agreement, the Merger and all matters related thereto, the Parent will promptly inform shall contain such recommendation. (d) If the Company thereof and does not obtain Shareholder Approval at the Company will cause such event to be so described and such amendment or supplement to be promptly filed with the SEC andfirst meeting, as required by law, disseminated to the Stockholders; provided, however, that prior to such filing or mailing the Company shall consult with call a meeting every four months thereafter to seek Shareholder Approval until the Parent and Merger Sub with respect earlier of the date that the Shareholder Approval is obtained or the one year anniversary of the Initial Closing Date. (e) The requirement to hold the Special Meeting of Stockholders may be satisfied by the holding of the Company’s annual meeting of Stockholders if, at such amendmentannual meeting, supplement or other filing and shall afford the Parent and Merger Sub a reasonable opportunity to comment thereonStockholder Approval is obtained.

Special Meeting of Stockholders. (a) If required by applicable law in order to consummate Promptly after the MergerClosing Date, the Company agrees to Purchaser will take all steps necessary commercially reasonable actions in accordance with the DGCL and the Purchaser’s certificate of incorporation and bylaws to cause call, hold and convene a special meeting of the Stockholders (the "Special Meeting") to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment and purchase of shares of Company Common Stock by the Parent or its affiliates pursuant to the Offer stockholders for the purpose of voting on the approval of the Note Satisfaction (the “Special Meeting”), to approve this Agreement and be held as promptly as practicable. Subject to its fiduciary obligations under applicable Law, the Mergerboard of directors of the Purchaser will recommend approval of the Note Satisfaction to the Purchaser’s stockholders in the Proxy Statement (as hereinafter defined). In connection with the Special Meeting, the Board of Directors Purchaser will (i) prepare preliminary proxy materials and any amendments or supplements thereof which will constitute the proxy statement of the Company shallPurchaser (such proxy statement, subject to and any amendments or supplements thereto, the Board's fulfillment “Proxy Statement”) for purposes of its fiduciary duties under applicable Law, unanimously recommend to the Stockholders that the Stockholders vote soliciting proxies in favor of the approval of this Agreement and the Merger. (b) In connection with the Special Meeting, (ii) mail and file with the SEC the definitive Proxy Statement to the Purchaser’s stockholders, (iii) use its commercially reasonable efforts to secure the approval of its stockholders for the Note Satisfaction, (iv) otherwise comply with all legal requirements applicable to the Special Meeting, and (v) to actively solicit, consistent with past practice, proxies from its stockholders with full power and authority to vote such proxies in favor of the Note Satisfaction. The Proxy Statement will comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. The Purchaser will promptly provide copies to the Stockholder Representative and prepare written responses with respect to any written comments received from the SEC with respect to the Proxy Statement and promptly advise the Stockholder Representative of any oral comments received from the SEC. The Purchaser agrees that none of the information supplied or to be supplied by the Purchaser for inclusion or incorporation by reference in the Proxy Statement and each amendment or supplement thereto, at the time of mailing thereof and at the time of the Special Meeting, will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Stockholder Representative agrees that none of the information supplied by it in writing on behalf of the Stockholders, and the Company agrees to promptly prepare and cause to be filed with the SEC and mailed to the Stockholders a notice that none of the Special Meeting and a definitive proxy statement (the "Proxy Statement") and shall cause such notice to be mailed no later than the time required information supplied by applicable Law and the certificate of incorporation and bylaws of the Company. The Parent and Merger Sub agree to provide the Company with any information it in writing, expressly for inclusion in the Proxy Statement (and each amendment or any amendments or supplements supplement thereto) which is required by applicable Law or which is reasonably requested by the Company. The Company shall consult with the Parent and Merger Sub with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to its finalization. If, at any the time prior to of mailing thereof and at the time of the Special Meeting, any event shall occur relating will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the individuals listed as signatories in the Support Agreement has executed and delivered to the Company or the transactions contemplated by this Support Agreement which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly notify in writing the Parent and Merger Sub of such event. In such case, the Company, concurrently with the cooperation Purchaser’s execution and delivery of this Agreement, or will have executed and delivered such executed Support Agreement no later than two Business days following the date hereof, pursuant to which such individuals (a) agree to vote or cause to be voted in favor of the Parent Note Satisfaction, all shares of Purchaser Common Stock now or later held of record or beneficially owned by such individuals, (b) agree to take or refrain from such other actions in the manner specified in the Support Agreement, and Merger Sub, will promptly prepare and mail such amendment or supplement and the Company shall consult with the Parent and Merger Sub with respect to such amendment or supplement and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify the Parent and Merger Sub at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Stockholders. (c) The Parent agrees that if any event with respect have granted to the Parent, Merger Sub or their officers or directors shall occur which is required Purchaser an irrevocable proxy allowing the Purchaser to be described in an amendment or supplement to the Proxy Statement or any other filing with the SEC that may be required in connection with this Agreement, the Merger and all matters related thereto, vote the Parent will promptly inform Common Stock held of record or beneficially owned by such individuals at the Company thereof and Special Meeting in favor of the Company will cause Note Satisfaction. The Purchaser agrees to vote any proxy received from any such event to be so described and such amendment or supplement to be promptly filed with signatory in favor of the SEC and, as required by law, disseminated to the Stockholders; provided, however, that prior to such filing or mailing the Company shall consult with the Parent and Merger Sub with respect to such amendment, supplement or other filing and shall afford the Parent and Merger Sub a reasonable opportunity to comment thereonNote Satisfaction.