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

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer 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

Stockholder Approval; Preparation of Proxy Statement. (a) If the The Company Stockholder Approval is required by law, the Company shall, at Parent's requestwill, as soon as practicable following the expiration of the Offer in accordance with the terms of Section 1.1 execution of this Agreement, so long as permitted by law, duly call, give notice of, convene and hold a meeting of itsits stockholders for the purpose of approving and adopting this Agreement and approving related matters. The Company will, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement, except to the extent that the Board of Directors of the Company shall have withdrawn its approval or recommendation of this Agreement or the Merger solely to the extent permitted by Section 8.2(b).

Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the The Company shall, at Parent's requestin accordance with applicable law and its certificate of incorporation and bylaws, as soon promptly as practicable following the expiration date of this Agreement and the date on which the Proxy Statement is cleared by the staff of the Offer in accordance with the terms of Section 1.1 of this Agreement, so long as permitted by lawSEC, duly call, give notice of, convene and hold a meeting of itsits stockholders (the “Stockholders Meeting”) for the purpose of obtaining the Stock Sale Approval and the Charter Amendment Approval.