Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may postpone or adjourn the Company Stockholder Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a).

Stockholder Meetings. (a) Following the execution of this Agreement, the The Company shall, in consultation with Parent, set and Parent shall each establish a record date for the Company Stockholder Meetingfor, which record date shall be prior to the date of effectiveness of the Registration Statementduly call, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the requisite Company entitled to vote on Stockholder Approval and Parent Stockholder Approval required in connection with this Agreement and the Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day at substantially the same time. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Board Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder MeetingApproval, and subject to Section 6.11(b), the Company and its Board shall use their reasonable best efforts to solicit and obtain the Company Stockholder Approval. The Parent Board has resolved to recommend to its stockholders that such stockholders vote in favor of the Parent Share Issuance (the “Parent Board Recommendation”). Unless otherwise agreed by the Parties, the Parent Share Issuance shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval, and Parent and its Board shall use their reasonable best efforts to solicit and obtain the Parent Stockholder Approval. The Company and Parent shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may not postpone or adjourn the Company Stockholder Meeting or the Parent Stockholder Meeting, as applicable, except to allow reasonable the extent required by applicable Law or to solicit additional time for proxies and votes in favor of: (a) in the filing and mailing of any supplemental or amended disclosure which the Board of Directors case of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure Company, the adoption of this Agreement if sufficient votes to be disseminated and reviewed by the Company’s stockholders prior to constitute the Company Stockholder Meeting. If, on Approval have not been obtained; or (b) in the date case of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder ApprovalParent, the Company shall at its election or upon Parent Share Issuance if sufficient votes to constitute the written request of Parent adjourn Stockholder Approval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting until such nor the Parent Stockholder Meeting may be postponed or adjourned to a date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor that is more than ten twenty (1020) days Business Days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn for which the Company Stockholder Meeting only one time pursuant or the Parent Stockholder Meeting, as the case may be, was originally scheduled (excluding any adjournments or postponements required by applicable Law). Unless this Agreement has been validly terminated in accordance with its terms, each of the Parties shall submit the matters set forth above to this ‎Section 8.03(a)their respective stockholders for approval.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable Promptly following the effectiveness of the Registration StatementStatement (and, in the case of clause (iii), within forty (40) days of the Company Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be held promptly following the effectiveness of the Registration Statement), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; providedprovided that the Company may, howevernotwithstanding the foregoing, that Company may without the prior written consent of Parent, adjourn or postpone or adjourn the Company Stockholder Meeting (A) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time for to (1) solicit additional proxies necessary to obtain the filing and mailing of Company Stockholder Approval, or (2) distribute any supplemental supplement or amended disclosure which amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholder Meeting has been adjourned or postponed by Parent in accordance with Section 8.04(b), to the extent necessary to enable the Company Stockholder Meeting and the Parent Stockholder Meeting to be held within a single period of twenty-four (24) consecutive hours as contemplated by Section 8.04(d). IfNotwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), postpone the Company Stockholder Meeting more than a total of three (3) times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement or adjournment pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding ten (10) Business Days. Without the prior written consent of Parent, the matters contemplated by the Company Stockholder Approval shall be the only matters (other than matters of procedure and maters required by Applicable Law to be voted on by the date Company’s stockholders in connection therewith) that the Company shall propose to be voted on by the stockholders of the Company at the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a).

Stockholder Meetings. (a) Following As soon as practicable following the execution of this Agreementdate hereof, the Company shall, in consultation with Parent, set establish a record date for a meeting of the Company Stockholders (such meeting or any adjournment or postponement thereof, the “Company Stockholder Meeting, which record date shall be prior ”) for the purpose of voting to approve the date of effectiveness of Merger in accordance with the Registration Statement, MBCA and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior theretoconnection therewith. As The Company shall duly call, give notice of, convene and hold the Company Stockholder Meeting as promptly as practicable following the effectiveness of the Registration Statement, the Company shall, (and in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (iany event no later than 60 calendar days) duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, (ii) cause after the Joint Proxy Statement/Prospectus (and all other proxy materials for is disseminated to Company Stockholders; provided that nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder MeetingMeeting on any occasion if (i) to be mailed to its stockholders and (iii) duly convene and hold there are holders of insufficient shares of the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company shall use its reasonable best efforts to take, Common Stock present or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received represented by a proxy at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to constitute a quorum at the Company Stockholder Meeting. The , (ii) the Company shall not, without the prior written consent of Parent, adjourn, is required to postpone or otherwise delay adjourn the Company Stockholder MeetingMeeting by applicable Law, Order or a request from the SEC or its staff, or (iii) after prior consultation with Parent, the Company Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with a Company Board Recommendation Change) or (B) to provide additional time to solicit proxies from Company Stockholders; provided, howeverfurther, that the Company may shall not postpone or adjourn the Company Stockholder Meeting to allow reasonable additional time for a date that is (x) in the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined in good faith aggregate more than thirty (30) days after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn for which the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and was originally scheduled (other than, following consultation with Parent, which date shall be not any adjournments or postponements required by applicable Law, Order or a request from the SEC or its staff) or (y) less than five (5) days nor more than ten (10) days after the date of adjournment, and subject Business Days prior to the terms and conditions of this AgreementTermination Date, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation case of the foregoing clauses (i) or (iii). All other postponements or adjournments shall require the prior written consent of Parent. The Company shall, on the reasonable request of Parent, advise Parent promptly as to the aggregate tally of proxies from stockholders relating received by the Company with respect to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a).

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger Mergers (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, which record date shall be no later than ten (10) days after the date on which the Registration Statement is declared effective under the 1933 Act, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) within forty (40) days after the Company Record Date, duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03Section 6.02, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; providedprovided that the Company may, howeverwithout the prior written consent of Parent, that Company may adjourn or postpone or adjourn the Company Stockholder Meeting Meeting, after consultation with Parent, if the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow reasonable additional time for to (x) solicit additional proxies necessary to obtain the filing and mailing of Company Stockholder Approval, or (y) distribute any supplemental supplement or amended disclosure which amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable Law and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a).

Stockholder Meetings. (a) Following the execution of this Agreement, Company shall call and hold the Company shall, in consultation with Parent, set a record date for Stockholders' Meeting and Parent shall call and hold the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As Parent Stockholders' Meeting as promptly as practicable following after the effectiveness date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use commercially reasonable efforts to hold the Company Stockholders' Meeting and the Parent Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), Company Organizational Documents, (i) duly call and give notice of a meeting shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the stockholders approval of the Company entitled to vote on this Agreement and the Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, (ii) cause pursuant to the Joint Proxy Statement/Prospectus (and shall take all other proxy materials for action necessary or advisable to secure the Company Stockholder Meeting) vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to be mailed obtain such approval. Parent shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and (iii) duly shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate of Incorporation and Bylaws to effect the Merger. Company's obligation to call, give notice of, convene and hold the Company Stockholder Meeting. Subject Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to ‎Section 6.03or otherwise affected by the commencement, the disclosure, announcement or submission to Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting of any Acquisition Proposal or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may postpone or adjourn the Company Stockholder Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which change in the Board of Directors of recommendation regarding the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)Merger.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Company Organizational Company’s Constituent Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Stockholders Meeting”) at which meeting for the Company shall seek purpose of obtaining the Company Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be held promptly following the effectiveness of the Form S-4), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Stockholders Meeting. Subject to ‎Section 6.03Section 7.5(d) (Company No Solicitation), the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Company Stockholder Stockholders Meeting. The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; providedStockholders Meeting (A) if, howeverafter consultation with Parent, that Company may postpone or adjourn the Company Stockholder Meeting believes in good faith that such adjournment, postponement or delay is reasonably necessary to allow reasonable additional time for to (1) solicit additional proxies necessary to obtain the filing and mailing of Company Stockholder Approval, or (2) distribute any supplemental supplement or amended disclosure which amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholders Meeting has been adjourned, postponed or otherwise delayed by Parent in accordance with Section 7.2(b), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). IfNotwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than a proposal relating to executive compensation as required by applicable Law and an adjournment proposal) that the Company shall propose to be acted on by the date stockholders of the Company Stockholder Meeting, Parent reasonably determines in good faith that at the Company has not received proxies representing a sufficient number Stockholders Meeting. Subject to Section 7.5(d), neither the Board of shares Directors of Company Common Stock to obtain the Company Stockholder Approvalnor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), the Company shall at its election Recommendation, (y) take any public action or upon the written request of Parent adjourn make any public statement in connection with the Company Stockholder Stockholders Meeting until adverse to such date as shall be mutually agreed upon Company Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Takeover Proposal (any of the actions described in clauses (x), (y) or (z), a “Change in Recommendation”); provided that the Board of Directors of the Company may make a Change in Recommendation in accordance with Section 7.5(d) (Company No Solicitation); provided, further, that a determination by the Board of Directors of the Company that a Takeover Proposal constitutes a Superior Proposal in accordance with Section 7.5, that an Intervening Event has occurred in accordance with Section 7.5(d) or the delivery of any notices to Parent by the Company pursuant to Section 7.5(d) shall not, in and Parentof itself, which date shall be not less than five (5) days nor more than ten (10) days after the date constitute a Change in Recommendation; and provided, further that each of adjournmentParent and Merger Sub acknowledge and agree that no public or private statement, and subject discussion, activity, act, omission or event occurring prior to the terms and conditions Execution Date of this Agreementwhich Parent has knowledge shall constitute or be the basis for a Change in Recommendation. Subject to Section 7.5(d), the Joint Proxy Statement/Prospectus shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to include the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)Recommendation.

Stockholder Meetings. (a) Following The Company will take all action necessary to convene a special meeting of the execution holders of the Company's Common Stock at which the holders of the Company's Common Stock will consider the adoption of this AgreementAgreement (including any adjournments or postponements thereof, the "Company shall, in consultation with Parent, set a record date for the Company Stockholder Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20") Business Days prior thereto. As as promptly as practicable following after the effectiveness of Form F-4 has been declared effective by the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Meeting”) at which meeting the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder MeetingSEC; provided, however, that Company may postpone or adjourn that, within the 10-day period immediately preceding the Company Stockholder Stockholders Meeting, the Company may, in the event that an Acquisition Proposal is made within such 10-day period, postpone the Company Stockholders Meeting for a period not to allow reasonable additional time for exceed 14 days following the filing date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of Parent"s shareholders at which a resolution will be proposed to consider the approval of the authorization of Parent Shares to be issued in the Merger and mailing pursuant to Company Options and the Company Stock-Based Awards to be assumed in the Merger (the "Parent Shareholders Meeting") as promptly as practicable after the date hereof. Subject to the terms of any supplemental or amended disclosure which this Agreement and subject to its fiduciary obligations under applicable law, the Board of Directors of the Company has determined shall recommend to its stockholders, the adoption of this Agreement and shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. In the event that subsequent to the date hereof, the Board of Directors of the Company determines that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement, the Company shall nevertheless submit this Agreement to the holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in good faith after consultation accordance with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders its terms prior to the Company Stockholder Stockholders Meeting. If, on The Board of Directors of Parent agrees to recommend to its stockholders the date authorization of the Company Stockholder MeetingParent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent's Board of Directors from making any disclosure to its stockholders if, Parent reasonably determines in the good faith that the Company has not received proxies representing a sufficient number judgment of shares its Board of Company Common Stock Directors, failure so to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall disclose would be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together inconsistent with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)disclosure or other obligations under applicable law.

Stockholder Meetings. (a) Following the execution of this Agreement, the The Company shall, in consultation with Parent, set and Parent shall each establish a record date for the Company Stockholder Meetingfor, which record date shall be prior to the date of effectiveness of the Registration Statementduly call, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the requisite Company entitled to vote on Stockholder Approval and Parent Stockholder Approval required in connection with this Agreement and the Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Board Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder MeetingApproval, and subject to Section 6.11(a), the Company and its Board shall use their reasonable best efforts to solicit and obtain the Company Stockholder Approval. The Parent Board has resolved to recommend to its stockholders (the “Parent Board Recommendation”) that such stockholders vote in favor of (a) the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement, including without limitation the Parent Share Issuance and the Asset Contribution, (b) an amendment to Parent’s certificate of incorporation and the filing of the New Preferred Certificates of Designation to (i) if the Company elects in connection with the preparation of the Joint Proxy Statement, change the name of Parent to “Platinum Healthcare Solutions, Inc.” (or such other name as shall be communicated in writing by the Company to Parent in connection with the preparation by the Parties of the Joint Proxy Statement) (the “Name Change”), (ii) effect the Parent Reverse Split, and (iii) increase the authorized shares of Parent Capital Stock in an amount sufficient to permit Parent to perform its obligations under this Agreement relating to the Merger Consideration, the Converted Parent Stock Options, the Post-Closing Company Stock Options and the Post-Closing Parent Stock Options, (c) approving the Company Stock Plans as assumed by Parent pursuant to Section 1.11, and (d) electing the directors specified on Section 6.3 of the Company Disclosure Letter (collectively, the “Parent Proposals”). Parent Board shall recommend to Parent’s stockholders any other proposals that a Party, in preparing the Joint Proxy Materials, reasonably and in good faith determines is necessary in connection with the consummation of the Merger in accordance with the terms of this Agreement, it being understood and agreed that such further proposals shall include without limitation amendments to the Tegal, Inc. 2007 Incentive Award Plan to (x) increase the number of shares authorized to be issued under such plan and (y) increase the maximum number of shares any one individual may receive in any calendar year, in each case as necessary to allow for the issuance of the Post-Closing Company Stock Options and the Post-Closing Parent Stock Options and an additional amount of Parent Stock Options as the Parent Board may elect from time to time following Closing not to exceed three percent (3%) of the outstanding shares of Parent Common Stock on a Fully Diluted Basis immediately following the Effective Time. Unless otherwise agreed by the Parties, the Parent Proposals shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval, and Parent and its Board shall use their reasonable best efforts to solicit and obtain the Parent Stockholder Approval. The Company and Parent shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may not postpone or adjourn the Company Stockholder Meeting or the Parent Stockholder Meeting, as applicable, except to allow reasonable the extent required by applicable Law or to solicit additional time for proxies and votes in favor of: (a) in the filing and mailing of any supplemental or amended disclosure which the Board of Directors case of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure Company, the adoption of this Agreement if sufficient votes to be disseminated and reviewed by the Company’s stockholders prior to constitute the Company Stockholder Meeting. If, on Approval have not been obtained; or (b) in the date case of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder ApprovalParent, the Company shall at its election or upon Parent Proposals if sufficient votes to constitute the written request of Parent adjourn Stockholder Approval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting until such nor the Parent Stockholder Meeting may be postponed or adjourned to a date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor that is more than ten twenty (1020) days Business Days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn for which the Company Stockholder Meeting only one time pursuant or the Parent Stockholder Meeting, as the case may be, was originally scheduled (excluding any adjournments or postponements required by applicable Law). Unless this Agreement has been validly terminated in accordance with its terms, each of the Parties shall submit the matters set forth above to this ‎Section 8.03(a)their respective stockholders for approval.

Stockholder Meetings. (a) Following Each of the execution Company and Parent, acting through its board of this Agreementdirectors, shall take all actions in accordance with applicable Law and applicable rules of the Nasdaq Global Select Market, the Company shallCertificate of Incorporation and the Company Bylaws in the case of the Company, and applicable rules of the NYSE, the Parent Certificate of Incorporation and the Parent Bylaws in consultation with the case of Parent, set a record date for to duly call, give notice of, convene and hold as promptly as practicable, and in any event within forty-five (45) days after the Company Stockholder Meeting, which record date shall be prior to the date declaration of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of a meeting of the its stockholders of the Company entitled to vote on the Merger (including any postponement or adjournment thereof, the “Company Stockholder Meeting” in the case of the Company, and the “Parent Stockholder Meeting” in the case of Parent, and together, the “Merger Stockholder Meetings”) at which meeting for the purpose of considering and voting upon the approval of the Company shall seek Voting Proposal in the case of the Company and the Parent Voting Proposal in the case of Parent. Neither party shall submit any other proposals for approval at their respective Merger Stockholder ApprovalMeeting without the prior written consent of other party. The Company, (ii) cause on the Joint Proxy Statement/Prospectus (one hand, and all Parent, on the other proxy materials for hand, shall solicit from its stockholders proxies in favor of the Company Stockholder Meeting) to be mailed to its stockholders Voting Proposal and (iii) duly convene and hold the Requisite Parachute Vote in the case of the Company Stockholder Meeting. Subject to ‎Section 6.03, and the Parent Voting Proposal in the case of Parent and unless the board of directors of either party hereto shall effect a Company Board Recommendation Change in the case of the Company or a Parent Board Recommendation Change in the case of Parent, in each case, pursuant to and in accordance with Section 6.4(b), use its reasonable best efforts to secure the Requisite Company Stockholder Approval in the case of the Company and the Requisite Parent Stockholder Approval in the case of Parent. Each of the Company and Parent shall use its reasonable best efforts to takeensure that all proxies solicited in connection with its Merger Stockholder Meeting are solicited in compliance with the DGCL, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the rules of the Nasdaq Global Select Market in the case of the Company Stockholder Approval to be received at and the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to rules of the Company Stockholder Meeting. The Company shall not, without NYSE in the prior written consent case of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may postpone or adjourn Certificate of Incorporation and the Company Stockholder Meeting to allow reasonable additional time for Bylaws in the filing and mailing of any supplemental or amended disclosure which the Board of Directors case of the Company has determined Company, and the Parent Certificate of Incorporation and the Parent Bylaws in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting. If, on the date case of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)all other applicable Law.

Stockholder Meetings. (a) Following the execution of this Agreement, the The Company shall, in consultation with Parent, set and Parent shall each establish a record date for the Company Stockholder Meetingfor, which record date shall be prior to the date of effectiveness of the Registration Statementduly call, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law and the Company Organizational Documents, (i) duly call and give notice of of, convene and hold a meeting of their respective stockholders to be held for the stockholders purpose of obtaining the Company entitled to vote on requisite stockholder approval required in connection with this Agreement and the Merger (the “Company Stockholder Meeting”) at which meeting ” and the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company “Parent Stockholder Meeting) to be mailed to its stockholders ,” respectively), and (iii) duly convene and hold the Company Stockholder Meeting. Subject to ‎Section 6.03, the Company each shall use its reasonable best efforts to take, or cause such meeting to be taken, all actions, occur as soon as reasonably practicable after the Form S-4 is declared effective. The Company and do or cause to be done all things, necessary, proper or advisable on its part Parent shall each use their reasonable best efforts to cause the Company Stockholder Approval Meeting and the Parent Stockholder Meeting to be received held on the same day at substantially the same time. The Company Board has resolved to recommend to the Company’s stockholders that such stockholders vote in favor of the adoption of this Agreement, the Merger and the other transactions contemplated by this Agreement (the “Company Recommendation”). Unless otherwise agreed by the Parties, this Agreement and the Merger shall be submitted to the stockholders of the Company at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to for the purpose of obtaining the Company Stockholder MeetingApproval, and the Company and its Board shall use their reasonable best efforts to solicit and obtain the Company Stockholder Approval. The Parent Board has resolved to recommend to its stockholders that such stockholders vote in favor of the Parent Share Issuance (the “Parent Recommendation”). Unless otherwise agreed by the Parties, the Parent Share Issuance shall be submitted to the stockholders of Parent at the Parent Stockholder Meeting for the purpose of obtaining the Parent Stockholder Approval, and Parent and its Board shall use their reasonable best efforts to solicit and obtain the Parent Stockholder Approval. The Company and Parent shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may not postpone or adjourn the Company Stockholder Meeting or the Parent Stockholder Meeting, as applicable, except to allow reasonable the extent required by applicable Law or to solicit additional time for proxies and votes in favor of (a) in the filing and mailing of any supplemental or amended disclosure which the Board of Directors case of the Company has determined in good faith after consultation with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure Company, the adoption of this Agreement if sufficient votes to be disseminated and reviewed by the Company’s stockholders prior to constitute the Company Stockholder Meeting. If, on Approval have not been obtained; or (b) in the date case of the Company Stockholder Meeting, Parent reasonably determines in good faith that the Company has not received proxies representing a sufficient number of shares of Company Common Stock to obtain the Company Stockholder ApprovalParent, the Company shall at its election or upon Parent Share Issuance if sufficient votes to constitute the written request of Parent adjourn Stockholder Approval have not been obtained; provided, however, that unless otherwise agreed to by the Parties, neither the Company Stockholder Meeting until such nor the Parent Stockholder Meeting may be postponed or adjourned to a date as shall be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor that is more than ten (10) days 20 Business Days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn for which the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(aor the Parent Stockholder Meeting, as the case may be, was originally scheduled (excluding any adjournments or postponements required by applicable Law).

Stockholder Meetings. (a) Following The Company will take all action necessary to convene a special meeting of the execution holders of the Company’s Common Stock at which the holders of the Company’s Common Stock will consider the adoption of this AgreementAgreement (including any adjournments or postponements thereof, the “Company Stockholders Meeting”) as promptly as practicable after the Form F-4 has been declared effective by the SEC; provided, however, that, within the 10-day period immediately preceding the Company Stockholders Meeting, the Company shallmay, in consultation with Parentthe event that an Acquisition Proposal is made within such 10-day period, set a record date for postpone the Company Stockholder Meeting, which record date shall be prior Stockholders Meeting for a period not to exceed 14 days following the date on which such Acquisition Proposal was made. Parent will take all action necessary to convene an extraordinary general meeting of effectiveness Parent’s shareholders at which a resolution will be proposed to consider the approval of the Registration Statement, authorization of Parent Shares to be issued in the Merger and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, the Company shall, in consultation with Parent, in accordance with Applicable Law Options and the Company Organizational Documents, (i) duly call and give notice of a meeting of the stockholders of the Company entitled Stock-Based Awards to vote on be assumed in the Merger (the “Company Stockholder Parent Shareholders Meeting”) at which meeting as promptly as practicable after the Company shall seek the Company Stockholder Approval, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Meetingdate hereof. Subject to ‎Section 6.03the terms of this Agreement and subject to its fiduciary obligations under applicable law, the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Meeting or any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company Stockholder Meeting. The Company shall not, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; provided, however, that Company may postpone or adjourn the Company Stockholder Meeting to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Board of Directors of the Company has determined shall recommend to its stockholders, the adoption of this Agreement and shall use best reasonable efforts to solicit such authorization or adoption, as the case may be. In the event that subsequent to the date hereof, the Board of Directors of the Company determines that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders reject this Agreement, the Company shall nevertheless submit this Agreement to the holders of the Company Common Stock for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in good faith after consultation accordance with outside counsel is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders its terms prior to the Company Stockholder Stockholders Meeting. If, on The Board of Directors of Parent agrees to recommend to its stockholders the date authorization of the Company Stockholder MeetingParent Shares to be issued in the Merger; it being expressly understood that nothing contained in this Agreement shall prevent Parent’s Board of Directors from making any disclosure to its stockholders if, Parent reasonably determines in the good faith that the Company has not received proxies representing a sufficient number judgment of shares its Board of Company Common Stock Directors, failure so to obtain the Company Stockholder Approval, the Company shall at its election or upon the written request of Parent adjourn the Company Stockholder Meeting until such date as shall disclose would be mutually agreed upon by the Company and Parent, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together inconsistent with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)disclosure or other obligations under applicable law.

Stockholder Meetings. (a) Following the execution of this Agreement, the Company shall, in consultation with Parent, set a record date for the Company Stockholder Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as reasonably practicable following after the effectiveness Form S-4 is declared effective (and, in the case of clause (iii), within 40 days of the Registration StatementCompany Record Date), the Company shall, in consultation with Parent, in accordance with Applicable Law applicable Law, the rules of any applicable Self-Regulatory Organization and the Company Organizational Company’s Constituent Documents, (i) establish a record date (the “Company Record Date”) for, duly call and give notice of a meeting of the stockholders of the Company entitled to vote on the Merger (the “Company Stockholder Stockholders Meeting”) at which meeting for the Company shall seek purpose of obtaining the Company Stockholder ApprovalApproval (and will use reasonable best efforts to conduct “broker searches” in a manner to enable the Company Record Date to be held promptly following the effectiveness of the Form S-4), (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Company Stockholder Stockholders Meeting) to be mailed to its stockholders and (iii) duly convene and hold the Company Stockholder Stockholders Meeting. Subject to ‎Section 6.03Section 7.5(d) (Company No Solicitation), the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, necessary, proper or advisable on its part to cause the Company Stockholder Approval to be received at the Company Stockholder Stockholders Meeting or any adjournment adjournment, postponement or postponement delay thereof, and shall comply with all legal requirements applicable to the Company Stockholder Stockholders Meeting. The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting; provided that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn, postpone or otherwise delay the Company Stockholder Meeting; providedStockholders Meeting (A) if, howeverafter consultation with Parent, that Company may postpone or adjourn the Company Stockholder Meeting believes in good faith that such adjournment, postponement or delay is reasonably necessary to allow reasonable additional time for to (1) solicit additional proxies necessary to obtain the filing and mailing of Company Stockholder Approval, or (2) distribute any supplemental supplement or amended disclosure which amendment to the Joint Proxy Statement/Prospectus that the Board of Directors of the Company has determined in good faith after consultation with outside legal counsel is necessary under Applicable applicable Law and for such supplemental supplement or amended disclosure amendment to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Stockholders Meeting, (B) for an absence of a quorum or (C) if the Parent Stockholders Meeting has been adjourned, postponed or otherwise delayed by Parent in accordance with Section 7.2(b), to the extent necessary to enable the Company Stockholders Meeting and the Parent Stockholders Meeting to be held within a single period of 24 consecutive hours as contemplated by Section 7.2(d). IfNotwithstanding the foregoing, the Company may not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), adjourn, postpone or otherwise delay the Company Stockholders Meeting more than a total of three times pursuant to clause (A)(1) or (B) of the immediately preceding sentence, and no such postponement, adjournment or delay pursuant to clause (A)(1) or (B) of the immediately preceding sentence shall be, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), for a period exceeding 10 Business Days. Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than a proposal relating to executive compensation as required by applicable Law and an adjournment proposal) that the Company shall propose to be acted on by the date stockholders of the Company Stockholder Meeting, Parent reasonably determines in good faith that at the Company has not received proxies representing a sufficient number Stockholders Meeting. Subject to Section 7.5(d), neither the Board of shares Directors of Company Common Stock to obtain the Company Stockholder Approvalnor any committee thereof, shall (x) withdraw or qualify (or amend or modify in a manner adverse to Parent) or publicly propose to withdraw or qualify (or amend or modify in a manner adverse to Parent), the Company shall at its election Recommendation, (y) take any public action or upon the written request of Parent adjourn make any public statement in connection with the Company Stockholder Stockholders Meeting until adverse to such date as shall be mutually agreed upon Company Recommendation or (z) recommend, adopt, endorse or approve, or propose publicly to recommend, adopt, endorse or approve, any Takeover Proposal (any of the actions described in clauses (x), (y) or (z), a “Change in Recommendation”); provided that the Board of Directors of the Company may make a Change in Recommendation in accordance with Section 7.5(d) (Company No Solicitation); provided, further, that a determination by the Board of Directors of the Company that a Takeover Proposal constitutes a Superior Proposal in accordance with Section 7.5, that an Intervening Event has occurred in accordance with Section 7.5(d) or the delivery of any notices to Parent by the Company pursuant to Section 7.5(d) shall not, in and Parentof itself, which date constitute a Change in Recommendation. Subject to Section 7.5(d), the Joint Proxy Statement/Prospectus shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement, shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to include the Company Stockholder Approval. The Company shall be required to adjourn the Company Stockholder Meeting only one time pursuant to this ‎Section 8.03(a)Recommendation.