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 after the Offer Completion Date 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 the DGCL. The directors of the Company shall, subject to Section 6.04(b) 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, after the consummation of the Offer, 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 proxy or information statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT"), (ii) 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. Without limiting the generality of the foregoing but subject to its rights pursuant to Section 6.04, the Company agrees that its obligations pursuant to the first sentence of this Section 6.02 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any Takeover Proposal.

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 after the Offer Completion Date for the purpose of voting on the approval and adoption of this Agreement and the Merger and the transactions contemplated by this Agreement, unless a vote of stockholders of the Company is not required by the DGCLDelaware Law. The directors Board of Directors of the Company shall, subject to Section 6.04(b) shall recommend approval and and, to the extent required by Delaware Law, adoption by the Company's stockholders of this Agreement and the Merger and the transactions contemplated by the Company's stockholdersthis Agreement. In connection with such meeting, the Company (i) will promptly, after the consummation of the Offer, promptly prepare and file with the SEC, will use its best reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the proxy or information statement Company Proxy Statement (as defined below) and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT")meeting, (ii) will use its best reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby Agreement, and (iii) will otherwise comply with all legal requirements applicable to such meeting. Without limiting Notwithstanding the generality foregoing, in the event that Purchaser shall acquire at least 90% of the foregoing but subject to its rights pursuant to Section 6.04outstanding Shares, the Company agrees that its obligations pursuant agrees, at the request of Purchaser, to take all necessary and appropriate action to cause the first sentence Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of this the Company's stockholders, in accordance with Section 6.02 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any Takeover Proposal253 of 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 after following Merger Subsidiary's acquisition of Shares in the Offer Completion Date 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 the DGCLDelaware Law. The directors Directors of the Company shall, subject to Section 6.04(b) their fiduciary duties as advised by Winsxxxx Xxxhxxxx & Xinixx X.X., 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, after the consummation of the Offer, 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 proxy or information statement Company Proxy Statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT")meeting, (ii) subject to the fiduciary duties of the Board of Directors of the Company as advised by Winsxxxx Xxxhxxxx & Xinixx X.X., 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. Without limiting the generality of the foregoing but subject to its rights pursuant to Section 6.04, the Company agrees that its obligations pursuant to the first sentence of this Section 6.02 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any Takeover Proposal.

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 after following Merger Subsidiary's acquisition of Shares in the Offer Completion Date 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 the DGCLDelaware Law. The directors Directors of the Company shall, subject to Section 6.04(b) 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, after the consummation of the Offer, 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 proxy or information statement Company Proxy Statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT")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. Without limiting the generality of the foregoing but subject to its rights pursuant to Section 6.04, the Company agrees that its obligations pursuant to the first sentence of this Section 6.02 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any Takeover Proposal.

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 after consummation of the Offer Completion Date 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 for consummation of the DGCLMerger. The directors Subject to the terms of Section 7.04(c), the Board of Directors of the Company shall, subject to Section 6.04(b) 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, after the consummation of the Offer, 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 proxy or information statement Company Proxy Statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT")meeting, (ii) will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby Transactions and (iii) will otherwise comply with all legal requirements applicable to such meeting. Without limiting The Company shall give Parent and its counsel the generality opportunity to review the Company Proxy Statement and all responses to requests for additional information by and replies to comments of the foregoing but subject to its rights pursuant to Section 6.04SEC before their being filed with, or sent to, the Company agrees that its obligations pursuant to the first sentence of this Section 6.02 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any Takeover ProposalSEC.