Common use of Special Stockholder Meetings Clause in Contracts

Special Stockholder Meetings. The Company represents and warrants that it has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “Company Stockholders Meetings”) and has (A) obtained the Company Stockholder Approval and (B) elected as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement, provided that each of which are effective only so long as the Closing occurs on or prior to January 16, 2007; provided further that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of (A) seeking the Company Stockholder Approval and (B) electing as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Company Charter Amendment after the Company Board shall have determined in good faith, after consultation with outside counsel, that the failure to do so would be inconsistent with its obligations under applicable Law.

Special Stockholder Meetings. The Company represents and warrants that it has duly called, given notice of, convened and held on November 16, 2006, (i) a meeting of the Company Common Stock stockholders, (ii) a meeting of the Company Class A Preferred Stock stockholders, (iii) a meeting of the Company Class B Preferred Stock stockholders and (iv) a general stockholders meeting of the Company (the “"Company Stockholders Meetings”") and has (A) obtained the Company Stockholder Approval and (B) elected as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement, provided that each of which are effective only so long as the Closing occurs on or prior to January 16, 2007; provided further that if the Closing has not occurred on or prior to January 16, 2007, then the Company shall, as soon as practicable following such date, duly call, give notice of, convene and hold additional Company Stockholders Meetings for the purpose of (A) seeking the Company Stockholder Approval and (B) electing as directors to the Company Board the persons designated as such in accordance with Section 2(e) of the Stockholders Agreement. The Company shall, through the Company Board, recommend to its stockholders that they give the Company Stockholder Approval, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Company Charter Amendment after the Company Board shall have determined in good faith, after consultation with outside counsel, that the failure to do so would be inconsistent with its obligations under applicable Law.