Stockholder Meeting; Voting Commitment Sample Clauses

Stockholder Meeting; Voting Commitment. (a) At the next Annual Meeting of Stockholders of the Company (the “Annual Meeting”), the Company will, in coordination with the Designee, in accordance with applicable law, the Certificate of Incorporation, the Certificate of Designations, and the Bylaws, use its reasonable best efforts to obtain stockholder approval for the following proposal: an amendment to the Certificate of Designations in the form of Exhibit A (the “Certificate of Designations Proposal”) (such affirmative approvals being referred to herein collectively as the “Stockholder Approval”), and the Company shall use its reasonable best efforts to solicit its stockholders’ approval of such resolutions in connection with the Stockholder Approval, including, without limitation, by (x) subject to the last sentence of this Section 6.3(a), causing the Special Committee and the Board to recommend to the stockholders of the Company that they approve such resolutions (the “Stockholder Vote Recommendation”), (y) using reasonable best efforts to cause its officers and directors who hold shares of Common Stock and Series A Convertible Preferred Stock to be present at the Stockholder Meeting for quorum purposes (including by proxy) and (z) using reasonable best efforts to cause such officers and directors to vote their respective shares of Common Stock and Series A Convertible Preferred Stock in accordance with the Stockholder Vote Recommendation. Notwithstanding anything to the contrary in this Agreement, the Special Committee and/or the Board may withdraw, withhold, qualify or modify the Stockholder Vote Recommendation (any such action, a “Change in Recommendation”) if the Special Committee and/or the Board, as applicable, determines in good faith, after consultation with its outside legal counsel and financial advisor, that the failure to make such Change in Recommendation would be inconsistent with the directors’ fiduciary duties under applicable law. (b) If the Company reasonably determines in good faith that the NASDAQ Vote is required with respect to the transactions set forth in Section 1.1(d), the Company will, in coordination with the Designee, and in accordance with applicable law, the Certificate of Incorporation, the Certificate of Designations, and the Bylaws, use its reasonable best efforts to obtain shareholder approval for all or any portion of the transactions contemplated by this Agreement subject to the NASDAQ Vote (the “NASDAQ Stockholder Approval”). (c) The Designee and each of th...