Common use of Stockholder Approval; Preparation of Proxy Statement Clause in Contracts

Stockholder Approval; Preparation of Proxy Statement. (a) If Company Stockholder Approval is required by law, the Company will, at Parent's request, as soon as practicable following the consummation of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETING") for the purpose of obtaining the Company Stockholder Approval. If able to do so, Parent shall cause the Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Company will, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of the Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements or the Merger, except that such obligations shall terminate if this Agreement is terminated.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company will, at Parent's requestshall, as soon as practicable following the consummation expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETINGStockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. If able to do so, Parent shall cause the The Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Company willshall, through its Board of DirectorsDirectors (but subject to the right of its Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares Shares and at least 90% of the Company Common Stockoutstanding Class B Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 14-2-1104 of the DGCLGBCC. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements Agreement or the Merger, except that such obligations shall terminate if this Agreement is terminated.

Stockholder Approval; Preparation of Proxy Statement. (a) If Company Stockholder Approval is required by law, the Company will, at Parent's request, as soon as practicable following the consummation expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETINGStockholders Meeting") for the purpose of obtaining the -------------------- Company Stockholder Approval. If able to do so, Parent shall cause the Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Company will, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of the Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements Agreement or the Merger, except that such obligations shall terminate if this Agreement is terminated.

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company will, at Parent's requestshall, as soon as practicable following the consummation expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETINGStockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. If able to do so, Parent shall cause the The Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Company willshall, through its Board of DirectorsDirectors (but subject to the right of its Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.02(b)), recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares Shares and at least 90% of the Company Common Stockoutstanding Class B Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a7.01(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements Agreement or the Merger, except that such obligations shall terminate if this Agreement is terminated.

Stockholder Approval; Preparation of Proxy Statement. (a) If approval of the Merger by stockholders of the Company (the "Company ------- Stockholder Approval Approval") is required by law, the Company willshall, at Parent's -------------------- request, as soon as practicable following the consummation expiration of the OfferOffer in accordance with the terms of Section 1.1 of this Agreement, so long as permitted ----------- by law, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDERS MEETINGStockholders Meeting") for the purpose of obtaining the -------------------- Company Stockholder Approval. If able to do so, Parent shall cause the The Company to comply with its obligations under this Section 6.1(a) and Section 6.1(b). Subject to the provisions of Section 5.2(b), the Company willshall, through its Board of DirectorsDirectors (but subject to the right of the Board of Directors to withdraw or modify its approval or recommendation of the Offer, the Merger and this Agreement as set forth in Section 6.2(b)), recommend to its stockholders that the -------------- Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary Subsidiary of Parent shall acquire at least shares entitled to cast 90% or more of all the outstanding shares of votes entitled to be cast on the Company Common StockMerger, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as reasonably practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, so long as permitted by law, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) 7.1 shall not be affected by (i) the commencement, public proposal, ----------- public disclosure or communication to the Company of any takeover proposal Takeover Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement, any of the Company Ancillary Agreements Agreement or the Merger, except that such obligations shall terminate if this Agreement is terminated.