Common use of Stockholder Action Clause in Contracts

Stockholder Action. (a) Following consummation of the Offer, if required by applicable law in order to consummate the Merger, the Company shall, in accordance with applicable law, give notice of, convene and hold a special meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of securing the Company Stockholders' Approval. The date of any Company Stockholders' Meeting shall be set by the Board of Directors of the Company after consultation with, and on a date approved by, Parent, whose approval shall not be unreasonably withheld. The Board of Directors of the Company shall (i) distribute to its stockholders the Proxy Statement in accordance with applicable federal and state law and with its Articles of Incorporation and Bylaws, which Proxy Statement shall contain (A) the recommendation of the Board of Directors of the Company that its stockholders approve the Merger and adopt this Agreement and the transactions contemplated hereby if proxies are solicited by the Company with respect to such vote and (B) the opinion of Dain Rauscher referred to in SECTION 2.02(A), (ii) cause the Company tx xxx xxx xxxsonable efforts to solicit from its stockholders proxies in favor of the approval of the Merger and adoption of this Agreement and the transactions contemplated hereby and to secure the Company Stockholders' Approval, unless, in accordance with applicable law and the regulations of the Nasdaq Small-Cap Market, such solicitation is not required to achieve approval of the Merger, (iii) take all other action in their judgment necessary and appropriate to secure the Company Stockholders' Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters, all subject to the right of the Board of Directors of the Company to modify or withdraw its recommendation in the exercise of its fiduciary duties to the Company and its stockholders. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any of Parent's other subsidiaries in favor of the approval of the Merger and of this Agreement.

Stockholder Action. (a) Following consummation The Company’s board of directors has declared this Agreement, the OfferMerger and other transactions contemplated hereby and thereby, if required advisable and adopted a resolution recommending adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby and thereby by applicable law in order to consummate the MergerCompany Stockholders (the “Board Recommendation”). (b) Promptly following the execution and delivery of this Agreement, the Company shallwill, in accordance with applicable lawand pursuant to Section 228 of the Delaware General Corporation Law, give notice ofuse its reasonable best efforts to seek and obtain, convene as soon as practicable, the Required Stockholder Vote, through the execution and hold a special meeting delivery of its stockholders written consents from all Company Stockholders, in the form attached hereto as Exhibit H (the "COMPANY STOCKHOLDERS' MEETING"“Stockholder Written Consents”). No amendment or supplement (including any incorporated by reference) for to the purpose Stockholder Written Consents or any of securing such related information will be made without the approval of Parent. As soon as practicable following the Company’s receipt of Stockholder Written Consents, the Company Stockholders' Approval. The will deliver to Parent copies of such Stockholder Written Consents. (c) Within one Business Day after the date of any hereof, the Company Stockholders' Meeting shall be set will deliver to Parent Stockholder Written Consents, duly executed by the Board of Directors all of the Company after consultation withMajor Stockholders, in form and on a date approved by, substance reasonably acceptable to Parent, whose approval shall not be unreasonably withheld. The Board of Directors . (d) Following receipt of the Company shall (i) distribute to its stockholders the Proxy Statement in accordance with applicable federal and state law and with its Articles of Incorporation and BylawsRequired Stockholder Approval, which Proxy Statement shall contain (A) the recommendation of the Board of Directors of the Company that its stockholders approve the Merger and adopt this Agreement and the transactions contemplated hereby if proxies are solicited by the will promptly deliver to each holder of Company with respect to such vote and (B) the opinion of Dain Rauscher referred to in SECTION 2.02(A), (ii) cause the Company tx xxx xxx xxxsonable efforts to solicit from its stockholders proxies in favor Shares a notice of the approval of the Merger and adoption of this Agreement and by written consent of the transactions contemplated hereby and holders of Company Shares pursuant to secure the applicable provisions of the Delaware General Corporation Law, which notice must include the required notice to holders of Company Shares required by applicable Legal Requirement that appraisal rights may be available to holders of Company Shares in accordance with the Delaware General Corporation Law. Prior to the delivery of such notice to the Company Stockholders' Approval, unless, the Company must have given Parent and its counsel a reasonable opportunity (but in accordance with applicable law and the regulations of the Nasdaq Small-Cap Market, such solicitation is not required no event fewer than five Business Days prior to achieve approval of the Merger, (iii) take all other action in their judgment necessary and appropriate delivery to secure the Company Stockholders' Approval, ) to review and (iv) cooperate comment on the proposed notice and consult with Parent with respect to each of the foregoing matters, all subject to the right of the Board of Directors of the Company to modify or withdraw its recommendation in the exercise of its fiduciary duties to the Company and its stockholders. (b) Parent agrees that it will vote, or cause related information proposed to be voted, all of the Shares then owned by it, Purchaser or any of Parent's other subsidiaries provided in favor of the approval of the Merger and of this Agreementconnection therewith.

Stockholder Action. (a) Following consummation of the Offer, if required by applicable law in order to consummate the Merger, the Company shall, in accordance with applicable law, give notice of, convene and hold a special meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of securing the Company Stockholders' Approval. The date of any Company Stockholders' Meeting shall be set by the Board of Directors of the Company after consultation 47 51 with, and on a date approved by, Parent, whose approval shall not be unreasonably withheld. The Board of Directors of the Company shall (i) distribute to its stockholders the Proxy Statement in accordance with applicable federal and state law and with its Articles of Incorporation and Bylaws, which Proxy Statement shall contain (A) the recommendation of the Board of Directors of the Company that its stockholders approve the Merger and adopt this Agreement and the transactions contemplated hereby if proxies are solicited by the Company with respect to such vote and (B) the opinion of Dain Rauscher referred Xxxxxxxx xxxerred to in SECTION 2.02(ASection 2.02(a), (ii) cause the Company tx xxx xxx xxxsonable to use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of the Merger and adoption of this Agreement and the transactions contemplated hereby and to secure the Company Stockholders' Approval, unless, in accordance with applicable law and the regulations of the Nasdaq Small-Cap Market, such solicitation is not required to achieve approval of the Merger, (iii) take all other action in their judgment necessary and appropriate to secure the Company Stockholders' Approval, and (iv) cooperate and consult with Parent with respect to each of the foregoing matters, all subject to the right of the Board of Directors of the Company to modify or withdraw its recommendation in the exercise of its fiduciary duties to the Company and its stockholders. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any of Parent's other subsidiaries in favor of the approval of the Merger and of this Agreement.

Stockholder Action. (a) Following consummation The Company’s board of directors has declared this Agreement, the OfferMerger and other transactions contemplated hereby and thereby, if required advisable and approved a resolution recommending approval of this Agreement, the Merger and the other transactions contemplated hereby and thereby by applicable law in order to consummate the MergerCompany Stockholders (the “Board Recommendation”). (b) Promptly following the execution and delivery of this Agreement, the Company shallwill, in accordance with applicable lawand pursuant to Section 251 of the DGCL, give notice oftake all action necessary to seek and obtain, convene and hold a special meeting of its stockholders as soon as practicable, written consents from all Company Stockholders, in the form attached hereto as Exhibit H (the "COMPANY STOCKHOLDERS' MEETING") for “Stockholder Written Consents”). Prior to the purpose delivery of securing the Stockholder Written Consents to the Company Stockholders' Approval. The date of any , the Company must have given Parent and its counsel a reasonable opportunity (but in no event fewer than two Business Days prior to delivery to the Company Stockholders' Meeting shall ) to review and comment on the proposed Stockholder Written Consents and all related information proposed to be set provided in connection therewith. No amendment or supplement (including any incorporated by reference) to the Board Stockholder Written Consents or any of Directors such related information will be made without the approval of Parent. As soon as practicable following the Company’s receipt of Stockholder Written Consents, the Company will deliver to Parent copies of such Stockholder Written Consents. (c) Within one Business Day after the date hereof, the Company will deliver to Parent Stockholder Written Consents, duly executed by Company Stockholders holding sufficient Company Voting Stock to provide the Required Stockholder Approval. (d) Following receipt of the Company after consultation withRequired Stockholder Approval, and on a date approved by, Parent, whose approval shall not be unreasonably withheld. The Board of Directors of the Company shall (i) distribute will promptly deliver to its stockholders the Proxy Statement in accordance with applicable federal and state law and with its Articles each holder of Incorporation and Bylaws, which Proxy Statement shall contain (A) the recommendation of the Board of Directors of the Company that its stockholders approve the Merger and adopt this Agreement and the transactions contemplated hereby if proxies are solicited by the Company with respect to such vote and (B) the opinion of Dain Rauscher referred to in SECTION 2.02(A), (ii) cause the Company tx xxx xxx xxxsonable efforts to solicit from its stockholders proxies in favor Shares a notice of the approval of the Merger and adoption of this Agreement and by written consent of the transactions contemplated hereby and holders of Company Shares pursuant to secure the applicable provisions of the DGCL, which notice must include the required notice to holders of Company Shares required by applicable Legal Requirements that appraisal rights may be available to holders of Company Shares in accordance with the DGCL. Prior to the delivery of such notice to the Company Stockholders' Approval, unless, the Company must have given Parent and its counsel a reasonable opportunity (but in accordance with applicable law and the regulations of the Nasdaq Small-Cap Market, such solicitation is not required no event fewer than two Business Days prior to achieve approval of the Merger, (iii) take all other action in their judgment necessary and appropriate delivery to secure the Company Stockholders' Approval, ) to review and (iv) cooperate comment on the proposed notice and consult with Parent with respect to each of the foregoing matters, all subject to the right of the Board of Directors of the Company to modify or withdraw its recommendation in the exercise of its fiduciary duties to the Company and its stockholders. (b) Parent agrees that it will vote, or cause related information proposed to be voted, all of the Shares then owned by it, Purchaser or any of Parent's other subsidiaries provided in favor of the approval of the Merger and of this Agreementconnection therewith.

Stockholder Action. (a) Following consummation Promptly following the execution and delivery of the Offer, if required by applicable law in order to consummate the Mergerthis Agreement, the Company shall, in accordance with applicable lawand pursuant to Section 228 of the Delaware General Corporation Law, give notice oftake all action necessary to seek, convene and hold as soon as practicable, the Required Stockholder Approval by written consent, in the form attached hereto as Exhibit G (the “Stockholder Written Consents”). As soon as practicable following the Company’s receipt of the Stockholder Written Consents necessary to secure the Required Stockholder Approval in lieu of calling a special meeting of its stockholders (the "COMPANY STOCKHOLDERS' MEETING") for the purpose of securing the Company Stockholders' Approval. The date of any Company Stockholders' Meeting shall be set by the Board of Directors of the Company after consultation with, and on a date approved by, Parent, whose approval shall not be unreasonably withheld. The Board of Directors of the Company shall (i) distribute deliver to its stockholders Parent copies of such Stockholder Written Consents, certified as true and complete by the Proxy Statement in accordance with applicable federal and state law and with its Articles of Incorporation and Bylaws, which Proxy Statement shall contain (A) the recommendation secretary of the Board of Directors of Company. (b) To the extent required by the Delaware General Corporation Law, the Company that its stockholders approve the Merger shall promptly (and adopt this Agreement and the transactions contemplated hereby if proxies are solicited by in any event within 15 Business Days after the Company with respect has obtained the Stockholder Consent) deliver to such vote and (B) the opinion any holder of Dain Rauscher referred to in SECTION 2.02(A), (ii) cause the Company tx xxx xxx xxxsonable efforts to solicit from its stockholders proxies in favor Shares a notice of the approval of the Merger and adoption of this Agreement by written consent of the holders of Company Shares pursuant to the applicable provisions of the Delaware General Corporation Law, which notice constitutes the notice to holders of Company Shares required by applicable Legal Requirement that dissenters’ or appraisal rights may be available to holders of Company Shares in accordance with the Delaware General Corporation Law. (c) If the Stockholder Consents are not delivered to the Company in accordance with Section 5.6(a) the Company, acting through the Company’s board of directors, shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of the Company Stockholders for the purpose of considering the approval and adoption of this Agreement and the transactions contemplated hereby and to secure hereby, including the Merger. (d) The Company shall submit for a vote by the Company Stockholders' ApprovalStockholders by the requisite threshold (and in a manner reasonably satisfactory to Parent) any payments or benefits that may constitute a “parachute payment” pursuant to Section 280G of the Code, unlesssuch that all such payments and benefits are not deemed to be “parachute payments” under Section 280G of the Code or be exempt from such treatment under Section 280G, and deliver to Parent evidence reasonably satisfactory to Parent that a Company Stockholder vote was held in accordance conformance with applicable law Section 280G and the regulations of the Nasdaq Small-Cap Marketthereunder, or that such solicitation is requisite Stockholder approval has not required to achieve approval of the Merger, (iii) take all other action in their judgment necessary and appropriate to secure the Company Stockholders' Approval, and (iv) cooperate and consult with Parent been obtained with respect to each any payment or benefit that may be deemed to constitute a “parachute payment” within the meaning of Section 280G of the foregoing mattersCode and as a consequence, all subject to that such “parachute payment” shall not be made by the right of the Board of Directors of the Company to modify Company, Parent or withdraw its recommendation in the exercise of its fiduciary duties to the Company and its stockholderstheir respective Affiliates. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any of Parent's other subsidiaries in favor of the approval of the Merger and of this Agreement.