Common use of Stockholders' Approval Clause in Contracts

Stockholders' Approval. (a) Purchaser shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status of the solicitation of votes with respect thereto. Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder.

Stockholders' Approval. (a) Purchaser shall take all action necessary in accordance with applicable Laws Company shall, as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement, submit this Agreement and the Organizational Documents transactions contemplated hereby for the approval of Purchaser to duly give notice of, convene and hold its stockholders at a meeting of its stockholders for (the purpose "Company Stockholders Meeting", which term shall include any postponements or adjournments of obtaining such meeting). Unless otherwise required under the Purchaser Stockholder Approvalapplicable fiduciary duties of the Board of Directors of Company, to be held as promptly as reasonably practicable following determined by such directors in good faith after consultation with and based upon the clearance opinion of outside legal counsel, Company shall (i) recommend adoption of this Agreement and approval of the Merger by the stockholders of Company and include in the Proxy Statement by the SEC such recommendation and (and in any event will ii) use all reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e), the Purchaser Board shall recommend that the stockholders of Purchaser approve the Securities Issuances. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from its respective stockholders of Purchaser proxies in favor of adoption of this Agreement and approval of the Securities IssuancesMerger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals (the "Company Stockholder Approval"). Without limiting the generality of the foregoing, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything Company agrees that its obligations pursuant to the contrary contained in first sentence of this Agreement, Purchaser Section 4.5 shall not be affected by (i) shall be required the commencement, public proposal, public disclosure or communication to adjourn Company of any Acquisition Proposal (as defined in Section 4.8) or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as withdrawal or modification by the Board of Directors of the time for which Company of its approval or recommendation of this Agreement or the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Merger. The Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status held as soon as practicable following consummation of the solicitation transactions contemplated by the Securities Purchase Agreement. To the extent permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all shares of votes with respect thereto. Once Purchaser has established a record date for Company Common Stock beneficially owned by them in favor of the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunderMerger.

Stockholders' Approval. (a) Purchaser The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e)6.3, the Purchaser Company Board shall recommend that the stockholders of Purchaser the Company approve and adopt this Agreement at the Securities Issuances. Unless Company Stockholders Meeting and the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Company Board shall solicit from stockholders of Purchaser the Company proxies in favor of the Securities Issuancesadoption of this Agreement, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser the Company (i) shall be required to adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the PurchaserCompany’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Company Stockholders Meeting and (ii) may, and at Seller’s reasonable request shall, may adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Purchaser StockholderCompany Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder and such Company Stockholders Meeting may be adjourned only twice pursuant to or postponed every time the circumstances described in the foregoing clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Lawexist); and provided further that the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser The Company shall use reasonable best efforts to promptly provide Seller Parent with all voting tabulation reports relating to the Purchaser Stockholder Company Stockholders Meeting that have been prepared by Purchaser the Company or Purchaserthe Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller Parent reasonably informed regarding the status of the solicitation of votes and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once Purchaser the Company has established a record date for the Purchaser Stockholder Company Stockholders Meeting, Purchaser the Company shall not change such record date or establish a different record date for the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Stockholders' Approval. (a) Purchaser shall take all action necessary . (a) The Board of Directors of the Company has resolved to recommend to its common and preferred stockholders that they approve the Company Stockholder Matters, and will submit to the Company’s common and preferred stockholders the Company Stockholder Matters and any other matters required to be approved by its common and preferred stockholders in order to carry out the Table of Contents intentions of this Agreement. In furtherance of that obligation, the Company shall, in accordance with applicable Laws law and the Organizational Documents of Purchaser to duly Company Charter and Company Bylaws, call, give notice of, convene and hold a meeting of its common and preferred stockholders (the “Company Meeting,”) as soon as reasonably practicable after the S-4 is declared effective for the purpose of obtaining the Purchaser Requisite Company Vote and the Requisite Preferred Vote required in connection with the Company Stockholder ApprovalMatters and, to be held as promptly as reasonably practicable following the clearance if so desired and mutually agreed, upon other matters of the Proxy Statement by type customarily brought before an annual or special meeting of common and preferred stockholders to approve a merger or amendments to organizational documents. The Company shall engage a proxy solicitor reasonably acceptable to Parent to assist in the SEC (solicitation of proxies from the common and in any event will preferred stockholders of the Company relating to the Requisite Company Vote and the Requisite Preferred Vote. The Board of Directors of the Company shall use its reasonable best efforts to convene obtain from the common and preferred stockholders of the Company the Requisite Company Vote and the Requisite Preferred Vote, including by communicating to its common and preferred stockholders its recommendation (and including such meeting within 45 days thereof)recommendation in the Proxy Statement) that they approve the Company Stockholder Matters. Except However, subject to Sections 8.1 and 8.2, if the Board of Directors of the Company, after receiving the advice of its outside counsel and, with respect to financial matters, its financial advisor, determines in good faith that it would more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement, then in submitting the Company Stockholder Matters to its common and preferred stockholders, the Board of Directors of the Company may submit the Company Stockholder Matters to its common and preferred stockholders without recommendation (although the resolutions approving the Company Stockholder Matters as permitted by Section 6.3(eof the date hereof may not be rescinded or amended), in which event the Purchaser Board shall recommend of Directors of the Company may communicate the basis for its lack of a recommendation to its common and preferred stockholders in the Proxy Statement or an appropriate amendment or supplement thereto to the extent required by law; provided, that the stockholders Board of Purchaser approve Directors of the Securities Issuances. Unless Company may not take any actions under this sentence unless (i) it gives Parent at least three (3) business days’ prior written notice of its intention to take such action and a reasonable description of the Purchaser event or circumstances giving rise to its determination to take such action (including, in the event such action is taken by the Board shall have effected a Purchaser Change of RecommendationDirectors of the Company in response to an Acquisition Proposal, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuanceslatest material terms and conditions of, and the Proxy Statement shall include the Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount identity of the time prior to the Purchaser Stockholder Meeting third party making, any such Acquisition Proposal, or (Bany amendment or modification thereof, or describe in reasonable detail such other event or circumstances) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) mayat the end of such notice period, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as Board of Directors of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person Company takes into account any amendment or by proxy) modification to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to this Agreement proposed by the PartiesParent and after receiving the advice of its outside counsel and, the Purchaser Stockholder Meeting shall with respect to financial matters, its financial advisor, determines in good faith that it would nevertheless more likely than not result in a violation of its fiduciary duties under applicable law to continue to recommend this Agreement. Any material amendment to any Acquisition Proposal will be adjourned or postponed deemed to be a date that is more than 15 Business Days after the date new Acquisition Proposal for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(Apurposes of this Section 6.3(a) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting will require a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed notice period as referred to a date on or after three Business Days prior to the Outside Date. Purchaser shall use reasonable best efforts to provide Seller with voting tabulation reports relating to the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status of the solicitation of votes with respect thereto. Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser shall not change such record date or establish a different record date for the Purchaser Stockholder Meeting without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedin this Section 6.3(a), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder.

Stockholders' Approval. (a) Purchaser The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser to duly call, give notice of, convene convene, and hold a meeting of its stockholders for the purpose of obtaining Stockholders (the Purchaser Stockholder Approval, to be held “Company Stockholders Meeting”) as promptly soon as reasonably practicable following after the clearance date of the Proxy Statement by the SEC (and this Agreement, and, in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3(e)connection therewith, the Purchaser Board Company shall recommend that mail a proxy statement (the stockholders “Company Proxy Statement”) to the holders of Purchaser approve the Securities IssuancesCompany Stock in advance of such meeting. Unless the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Board shall solicit from stockholders of Purchaser proxies in favor of the Securities Issuances, and the The Company Proxy Statement shall include the Board Recommendation. Notwithstanding anything Company Board’s recommendation to the contrary contained in this Agreement, Purchaser (i) shall be required to adjourn or postpone the Purchaser Stockholder Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Purchaser’s stockholders within a reasonable amount holders of the time prior Company Stock to adopt this Agreement and approve the Purchaser Stockholder Meeting or (B) if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting and (ii) may, and at Seller’s reasonable request shall, adjourn the Purchaser Stockholder Meeting if, as of the time for which the Purchaser Stockholder Meeting is scheduled, there are insufficient shares of Common Stock represented (either in person or by proxy) to obtain the Purchaser Stockholder; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date that is more than 15 Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist); provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside DateMerger. Purchaser The Company shall use reasonable best efforts to provide Seller with voting tabulation reports relating to (i) solicit from the Purchaser Stockholder Meeting that have been prepared by Purchaser or Purchaser’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller reasonably informed regarding the status holders of Company Stock proxies in favor of the solicitation adoption of votes with respect theretothis Agreement and approval of the Merger and (ii) take all other commercially reasonable actions that are reasonably necessary or advisable to secure the vote or consent of the holders of Company Stock required by applicable Law and the Organizational Documents of the Company to obtain such approval (such approval, the “Company Stockholder Approval”). Once Purchaser has established a record date for the Purchaser Stockholder Meeting, Purchaser The Company shall not change such record date or establish a different record date submit any other proposals for approval at the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller (which consent Buyer. The Company shall keep Buyer and Merger Sub updated with respect to proxy solicitation results as requested by Buyer or Merger Sub. Once the Company Stockholders Meeting has been called and noticed, the Company shall not be unreasonably withheldpostpone or adjourn the Company Stockholders Meeting without the consent of Buyer other than (i) in order to obtain a quorum of its stockholders or (ii) to allow reasonable additional time after the filing and mailing of any supplemental or amended disclosures to the Company Proxy Statement for compliance with applicable Law. If the Company Board makes a Company Adverse Recommendation Change, conditioned or delayed)it will not alter the obligation of the Company to submit the adoption of this Agreement and the approval of the Merger to the holders of Company Stock at the Company Stockholders Meeting to consider and vote upon, unless required this Agreement shall have been terminated in accordance with its terms prior to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunderthe Company Stockholders Meeting.

Stockholders' Approval. (a) Purchaser As promptly as practicable after the Registration Statement is declared effective under the Securities Act, the Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of Purchaser the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Purchaser Company Stockholder Approval, to be held as promptly as reasonably practicable following after the clearance of the Proxy Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except Except, in each case, as permitted by Section 6.3(e)6.3, (x) the Purchaser Company Board shall recommend that the stockholders of Purchaser the Company approve the Securities Issuances. Unless Merger, (y) the Purchaser Board shall have effected a Purchaser Change of Recommendation, the Purchaser Company Board shall solicit from stockholders of Purchaser the Company proxies in favor of the Securities IssuancesMerger, and (z) the Proxy Statement Statement/Prospectus shall include the Company Board Recommendation; provided, that, following a Company Change of Recommendation, the Company shall not be required to solicit proxies in favor of the Merger. Notwithstanding anything to the contrary contained in this Agreement, Purchaser the Company (i) shall be required to adjourn or postpone the Purchaser Stockholder Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement Statement/Prospectus is provided to the Purchaser’s stockholders within a reasonable amount of the time prior to the Purchaser Stockholder Meeting Company stockholders, or (B) unless the Company Board has effected a Company Change of Recommendation, if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Purchaser Stockholder Meeting Company Stockholders Meeting, and (ii) may, and at Seller’s reasonable request shall, may adjourn or postpone the Purchaser Company Stockholder Meeting after consultation with Isla, if, as of the time for which the Purchaser Stockholder Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either voted in person or by proxy) favor of the Merger, to obtain the Purchaser StockholderCompany Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than 15 ten Business Days after the date for which the meeting was previously scheduled (it being understood that such Purchaser Stockholder Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) or (B), but not more than twice, and shall not be adjourned more than twice pursuant to the foregoing clause (i)(Bii) existwithout Isla’s consent); and provided, further, that the Purchaser Stockholder Meeting may be adjourned only twice pursuant to clause (ii) and, in any event, for no more than 7 days in each instance and in no event shall such adjournment be extended to a date that would result in the Parent setting a new record date under applicable Law; and provided further that the Purchaser Stockholder Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three Business Days prior to the Outside Date. Purchaser If reasonably requested by Isla, the Company shall use reasonable best efforts to promptly provide Seller with all voting tabulation reports relating to the Purchaser Stockholder Company Stockholders Meeting that have been prepared by Purchaser the Company or Purchaserthe Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Seller Isla reasonably informed regarding the status of the solicitation of votes with respect theretosolicitation. Once Purchaser the Company has established a record date for the Purchaser Stockholder Company Stockholders Meeting, Purchaser the Company shall not change such record date or establish a different record date for the Purchaser Stockholder Company Stockholders Meeting without the prior written consent of Seller Isla (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Isla (not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting and the Company shall not submit any other proposal to such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement) and (ii) the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting; provided, that, the Company may (A) amend any Company Equity Plan in order to effectuate, and (B) submit a proposal to the stockholders of the Company at the Company Stockholders Meeting or at a meeting of the stockholders of the Company other than the Company Stockholders Meeting for approval of, in each case, without the prior written consent of Isla, the issuance of additional shares under such Company Equity Plan in an amount necessary to effectuate the treatment of any Company Restricted Stock Awards, Company PSU Awards, or Company Stock Option Awards pursuant to Section 3.4; provided, further, that, solely to the extent that it is determined under the applicable rules of the NYSE that the adoption of the Equity Incentive Plan requires the approval of the stockholders of the Company at the Company Stockholders Meeting or otherwise, then the Company shall adopt an amendment to any Company Equity Plan that provides an for additional share reserve for issuance following the Merger Effective Time in an amount equivalent to up to 2% of the total outstanding New PubCo Class A Common Stock and shall submit a proposal to the stockholders of the Company at the Company Stockholders Meeting or at a meeting of the stockholders of the Company other than the Company Stockholders Meeting for approval of such amendment (it being understood that the approval of any such proposal shall not be a condition to Closing with respect to any Party).