Common use of Stockholder Meeting; Proxy Material Clause in Contracts

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition after consummation of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger Merger, unless Delaware Law does not require a vote of stockholders of the Company is not required by Delaware Lawfor consummation of the Merger. The Subject to Section 7.04(c), the Board of Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company will (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement, which shall contain the recommendation of the Board of Directors, and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting. (b) If Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree, at the request of Parent, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company in accordance with Delaware Law.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Florida Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx Holland & XxxxxKnight LLP, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx Holland & ZavisKnight LLP, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware LawMerger. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Companycounsel, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company will (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby unless otherwise required by applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with counsel and (iii) will otherwise comply with all legal requirements applicable to such meeting. Buyer shall have the right to review the Company Proxy Statement and other proxy materials before filing with the SEC. (b) Without limiting the generality of the foregoing, the Company and Buyer shall each notify the other as promptly as practicable (i) upon becoming aware of any event or circumstance which should be described in an amendment of, or supplement to, the Company Proxy Statement and (ii) after the receipt by it of any written or oral comments of the SEC on, or of any written request by the SEC for amendments or supplements to, the Company Proxy Statement, and shall promptly supply the other with copies of all correspondence between it or any of its representatives and the SEC with respect to any of the foregoing filings.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer practicable, for the purpose of voting on a proposal for the approval and adoption of sale of the Securities as contemplated by this Agreement (the "Proposal") and transacting such other business as may properly come before the Merger unless a vote of stockholders of meeting or any adjournment thereof (the Company is not required by Delaware Law"Stockholder Meeting"). The Board of Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholdersProposal. In connection with such meetingthe Stockholder Meeting, the Company Company: (ia) will shall promptly prepare and file with the SECSEC in accordance with the Exchange Act the Proxy Statement, will shall use its best all reasonable efforts to have the Proxy Statement and/or any amendment or supplement thereto cleared by the SEC and will shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and Statement; (b) shall use all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby Proposal; and (iiic) will shall otherwise comply with all legal requirements applicable to such meeting. The Company shall make available to the Purchasers prior to the filing thereof with the SEC copies of the preliminary Proxy Statement and any amendments or supplements thereto and shall make any changes therein reasonably requested by the Purchasers insofar as such changes relate to any matters relating to the Purchasers or the description of the transactions contemplated by this Agreement.

Stockholder Meeting; Proxy Material. The Company shall ----------------------------------- cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Xxxxx & XxxxxXxxx, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best all reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Xxxxx & ZavisXxxx, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Rosen & XxxxxKatz, counsel to the Company, recommend approval and adoption of xxxptixx xf this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best all reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Rosen & ZavisKatz, counsel to the Company, will use its best efforts to obtain xxxxin the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of the Company is not required by Delaware Law. The Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Xxxxx & XxxxxXxxx, counsel to the Company, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (i) will promptly prepare and file with the SEC, will use its best all reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx Wachtell, Lipton, Xxxxx & ZavisXxxx, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable appli- cable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote of stockholders of and the Company is not required by Delaware LawCharter Amendment. The Board of Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, shall recommend approval and adoption of this Agreement and the Merger and the Charter Amendment by the Company's stockholders and shall not subject to Section 6.04 withdraw such recommendation, save to the extent that the Board of Directors shall have concluded in good faith on the basis of written advice from outside counsel that failure to withdraw such recommendation would constitute a breach of the fiduciary duties of the Board of Directors. In any event a resolution to approve and adopt this Agreement and the Merger shall be submitted to the Company's stockholders. . (b) In connection with such meetingthe Company Stockholder Meeting, the Company and Buyer (i) will as promptly as practicable prepare and file with the SEC, will use its best commercially reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby Contemplated Transactions and the Charter Amendment and (iii) will otherwise comply with all legal requirements applicable to such meetingthe Company Stockholder Meeting. Buyer shall furnish all information concerning Buyer and its Affiliates as the Company may reasonably request in connection with the Company Proxy Statement.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be duly called and held as soon as reasonably practicable following Merger Subsidiary's acquisition after consummation of Shares in the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger Merger, unless Delaware Law does not require a vote of stockholders of the Company is not required by Delaware Lawfor consummation of the Merger. The Subject to Section 7.04(c), the Board of Directors of the Company shall, subject to their fiduciary duties as advised in writing by Xxxxxx Xxxxxx & Xxxxx, counsel to the Company, shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company will (i) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement, which shall contain the recommendation of the Board of Directors, and all other proxy materials for such meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised in writing by Xxxxxx Xxxxxx & Zavis, counsel to the Company, will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply with all legal requirements applicable to such meeting. (b) If Parent, Merger Subsidiary or any other Subsidiary of Parent shall acquire at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree, at the request of Parent, to take all necessary and appropriate action to cause the Merger to be effective as soon as practicable after the acceptance for payment and purchase of Shares pursuant to the Offer without a meeting of stockholders of the Company in accordance with Delaware Law.