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 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 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 stockholdersMerger. In connection with such meeting, the Company will, if required by law, (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 related proxy materials for such meeting (the "COMPANY PROXY STATEMENT")meeting, (ii) will use its best commercially reasonable 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 . (b) Except as provided in the generality next sentence, the Board of Directors of the foregoing but subject Company shall recommend the Offer and the approval and adoption of this Agreement and the Merger by the Company's stockholders. The Independent Committee of the Board of Directors of the Company (the "INDEPENDENT COMMITTEE") shall be permitted to withdraw, or modify in a manner adverse to Parent, its recommendation to its rights pursuant to Section 6.04stockholders, but only if (i) the Company agrees that its obligations pursuant to has complied with the first sentence terms of this Section 6.02 shall not be affected by 6.03, (ii) the commencement, public proposal, public disclosure or communication to the Company or any Takeover Proposal.Independent Committee

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 the Offer Completion Date for the purpose of voting on the approval and adoption of this Agreement and the Merger unless a vote Merger. The Board of stockholders Directors of the Company is not required by the DGCL. The 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; provided that the Company's Board of Directors may withdraw, modify or change such recommendation if it has determined, after consultation with outside legal counsel to the Company, that such recommendation would likely be inconsistent with the Board of Directors' fiduciary duties under applicable law. 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 reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the a proxy or information statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENTCompany Proxy Statement"), (ii) will use its best reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) will otherwise comply in all material respects 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 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. (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 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 stockholdersMerger. 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 reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the proxy or information statement Joint Proxy Statement and all other proxy materials for such meeting (the "COMPANY PROXY STATEMENT")meeting, (ii) will use its reasonable 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 . (b) The Board of Directors of the foregoing but subject Company shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders; PROVIDED that (A) the Board of Directors of the Company shall be permitted to withdraw, or modify in a manner adverse to Parent, its recommendation to its rights pursuant to Section 6.04stockholders, but only if (i) the Company agrees that its obligations pursuant to has complied with the first sentence terms of this Section 6.02 shall not be affected by the commencement6.03, public proposal, public disclosure or communication to (ii) the Company or any Takeover has received an unsolicited Acquisition Proposal which the Board of Directors of the Company determines in good faith would, if consummated, constitute a Superior Proposal., (iii) the Board of Directors