Common use of Stockholders' Approval Clause in Contracts

Stockholders' Approval. The Company shall: (a) call a special ---------------------- meeting of the Stockholders (the "Stockholders' Meeting") within 20 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Stockholder Action"); and (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Stockholder Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Stockholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Stockholders' Materials"); provided, however, that Parent and its counsel shall have the -------- ------- opportunity to review all Stockholders' Materials prior to delivery to the Stockholders, and all Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, -------- ------- ------- that if any event occurs which should be set forth in an amendment or supplement to any Stockholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.

Stockholders' Approval. The Company shall: shall (a) call obtain in compliance with applicable law and the Company's Charter and By-laws the requisite approval of the Stockholder either pursuant to the written consent of the Stockholder or at a special ---------------------- Stockholder's meeting of the Stockholders (the "Stockholders' Stockholder's Meeting") within 20 ten (10) days (or such other period as may be required by applicable lawlaw and the Company's Charter and By-laws) after the S-4 shall have been declared effective by mailing of the SEC Stockholder's Materials, in either case for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (in either case, the "Stockholder Action"); and , (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Delaware Statute and any other applicable law and the Company's Charter and By-laws in connection with the Merger, Merger and this Agreement and the Plan of MergerAgreement, in each case as promptly as possiblepossible and (c) reasonably cooperate with and assist Parent and its representatives in taking any such actions as may reasonably be required to consummate the Merger, including obtaining the consent and approval of any third parties or governmental agencies. Unless the Company obtains the written consent of the Stockholder, the Stockholder's Meeting shall be called, held and conducted, and any proxies therefor shall be solicited, in compliance with applicable law and the Company's Charter and By-laws. The Company shall not change the date of the Stockholder Meeting (if it holds a Stockholder Meeting) without the prior written consent of Parent, nor shall the Company adjourn the Stockholder Meeting prior to obtaining such Stockholder approval of the transactions contemplated hereby without the prior written consent of Parent, unless such adjournment is due to the lack of a quorum, in which case the chairman of the meeting shall announce at such Stockholder Meeting the time and place of the adjourned meeting. The Company shall prepare and distribute any written notice and other materials relating to the Stockholder Stockholder's Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Stockholders' Meeting Merger or any other transaction relating to or contemplated by this Agreement (collectively, the "Stockholders' Stockholder's Materials")) in accordance with the Charter and By-laws of the Company, the Delaware Statute and any other Federal and state laws; provided, however, that Parent and its counsel shall have the -------- ------- opportunity to review all Stockholders' Stockholder's Materials prior to delivery to the Stockholders, and all Stockholders' Stockholder's Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, -------- ------- ------- that if any event occurs which that should be set forth in an amendment or supplement to any Stockholders' Stockholder's Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate Charter and byBy-laws of the Company, the New Jersey Delaware Statute and any other Federal or state laws.

Stockholders' Approval. The Company shall: (a) call a special ---------------------- meeting of the Stockholders (the "Stockholders' Meeting") within 20 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Stockholder Action"); and (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Stockholder Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Stockholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Stockholders' Materials"); provided, however, that Parent and its counsel shall have the -------- ------- opportunity to review all Stockholders' Materials prior to delivery to the Stockholders, and all Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, -------- ------- ------- that if any event occurs which should be set forth in an amendment or supplement to any Stockholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.

Stockholders' Approval. The Company shall: shall (a) call obtain in compliance with applicable law and the Company's Charter and By-laws the requisite approval of the Stockholders either pursuant to a unanimous written consent of the Stockholders or at a special ---------------------- meeting of the Stockholders (the "Stockholders' Meeting") within 20 ten (10) days (or such other period as may be required by applicable lawlaw and the Company's Charter and By-laws) after the S-4 shall have been declared effective by mailing of the SEC Stockholders' Materials, in either case for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (in either case, the "Stockholder Action"); and , (b) recommend (provided there has been no Superior Proposal) that the Stockholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Delaware Statute and any other applicable law and the Company's Charter and By-laws in connection with the Merger, Merger and this Agreement and the Plan of MergerAgreement, in each case as promptly as possiblepossible and (c) reasonably cooperate with and assist Parent and its representatives in taking any such actions as may reasonably be required to consummate the Merger, including obtaining the consent and approval of any third parties or governmental agencies. Unless the Company obtains the written consent of the Stockholders, the Stockholders' Meeting shall be called, held and conducted, and any proxies therefor shall be solicited, in compliance with applicable law and the Company's Charter and By-laws. The Company shall not change the date of the Stockholder Meeting (if it holds a Stockholder Meeting) without the prior written consent of Parent, nor shall the Company adjourn the Stockholder Meeting prior to obtaining such Stockholder approval of the transactions contemplated hereby without the prior written consent of Parent, unless such adjournment is due to the lack of a quorum, in which case the chairman of the meeting shall announce at such Stockholder Meeting the time and place of the adjourned meeting. The Company shall prepare and distribute any written notice and other materials relating to the Stockholder Stockholders' Action, including, without limitation, a proxy statement (the "Stockholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Stockholders' Meeting Merger or any other transaction relating to or contemplated by this Agreement (collectively, the "Stockholders' Materials")) in accordance with the Charter and By-laws of the Company, the Delaware Statute and any other Federal and state laws; provided, however, that Parent and its counsel shall have the -------- ------- opportunity to review all Stockholders' Materials prior to delivery to the Stockholders, and all Stockholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; provided, further, however, -------- ------- ------- that if any event occurs which that should be set forth in an amendment or supplement to any Stockholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate Charter and byBy-laws of the Company, the New Jersey Delaware Statute and any other Federal or state laws.