Common use of Stockholders’ Meeting; Proxy Material Clause in Contracts

Stockholders’ Meeting; Proxy Material. (a) Subject to Section 5.2(c), the Company shall use reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC for the purpose of voting upon the adoption of this Agreement and the approval of the Merger; (ii) solicit proxies in favor of approval of this Agreement and the Merger; and (iii) subject to the immediately succeeding sentence, include in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation Withdrawal.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company shall use reasonable best efforts shall, acting through its Board of Directors and in accordance with applicable Legal Requirements law and the Company Charter Documents to (i) Certificate of Incorporation and the by-laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder "Special Meeting”") as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Transactions and shall take all lawful action to solicit proxies in favor of the approval of this Agreement and the MergerTransactions, including the Charter Amendment. The Board of Directors of the Company shall recommend approval of the Charter Amendment and the Reclassification by the Company's stockholders (the "Company Recommendation"); provided that, notwithstanding anything in this Agreement to the contrary, the Board of Directors of the Company may determine (1) not to make or may withdraw, modify or change such recommendation (a "Change in Recommendation"), and (iii2) subject not to use such efforts to solicit proxies in favor of this Agreement and the immediately succeeding sentenceTransactions if, include in the case of both clauses (1) and (2), it has determined in good faith, based on such matters as it deems relevant, including the advice of the Company's outside legal counsel, that (x) it has received a Superior Proposal and (y) such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law. The Company may, if it receives a bona fide unsolicited Acquisition Proposal (as defined in Section 5.4(b) hereof) delay the mailing of the Proxy Statement or the Company Recommendation. Subject holding of the Special Meeting, in each case for such reasonable period as would provide a reasonable opportunity for the Company's Board of Directors to Section 5.2(c), neither the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any consider such Acquisition Proposal other than and to determine the Merger (any action described effect, if any, on its recommendation in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, favor of the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation WithdrawalTransactions.

Stockholders’ Meeting; Proxy Material. (a) Subject to Section 5.2(c), the The Company shall use reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly take all lawful action to call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Meeting”) on a date as promptly soon as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC (the “Company Stockholders Meeting”) for the purpose of voting upon obtaining the Company Stockholder Approval with respect to the adoption of this Agreement and the approval of the Merger; Charter Amendment and (ii) shall use all reasonable efforts to solicit proxies in favor of approval the adoption of this Agreement and the MergerCharter Amendment by the Company Stockholder Approval; and (iii) subject to the immediately succeeding sentenceprovided, include that in the Proxy Statement event of a Change in the Company Recommendation. Subject Recommendation pursuant to Section 5.2(c5.07(c), neither the Company Board nor any committee thereof shall directly or indirectly notwithstanding clause (ii) of this Section 1.09(a), (x) withdraw the Company may disclose the fact of such Change in the Company Recommendation in any solicitation made by the Company to its stockholders and (or y) the Company shall use all reasonable efforts to solicit the votes of the stockholders of the Company in respect of the matters to be brought before such meeting, but shall not be required to solicit in favor of the Company Stockholder Approval. The Board of Directors of the Company shall recommend adoption of the Charter Amendment and this Agreement by the stockholders of the Company to the effect as set forth in Section 3.03(b) (the “Company Recommendation”), and shall not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in a any manner adverse to Parent such recommendation or Merger Subtake any action or make any statement in connection with the Company Stockholders Meeting inconsistent with such recommendation including, without limitation, approving or recommending or proposing to approve or recommend a third party Takeover Proposal with respect to the Company or failing to recommend the adoption of this Agreement (collectively, a “Change in the Company Recommendation”), or publicly propose to withdraw (or modify or qualify ; provided that the Board of Directors of the Company and/or the Special Committee may make a Change in a manner adverse to Parent or Merger Sub), the Company Recommendation or (ypursuant to Section 5.07(c) approvehereof; and provided, endorse or recommend any Acquisition Proposal other than further, that the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold provision of factual information by the Company Stockholder Meeting in accordance with this Section 5.3(a) to its stockholders shall not be limited by the commencement, disclosure, announcement or submission deemed to constitute a Change in the Company of any Recommendation so long as the disclosure through which such factual information is conveyed, taken as a whole, is not inconsistent with the Company Acquisition Proposal or by an Recommendation WithdrawalRecommendation.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company shall use reasonable best efforts shall, acting through the Company Board and in accordance with applicable Legal Requirements law and the Company Charter Documents to (i) Certificate of Incorporation and the by-laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Special Meeting”) as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Merger and shall solicit proxies in favor of approval of this Agreement and the Merger. The Company Board shall recommend approval of the Agreement and the Merger by the Company’s stockholders (the “Company Recommendation”); provided that, notwithstanding anything in this Agreement to the contrary, the Company Board may determine (i) not to make or may withdraw, modify or change such recommendation (a “Change in Recommendation”), and (iiiii) subject not to solicit proxies in favor of this Agreement and the immediately succeeding sentenceMerger if, include in the case of both clauses (i) and (ii), the Special Committee has determined in good faith, after consultation with its independent legal and financial advisors, that the Company has received a Superior Proposal and (b) failure to take such action could reasonably be expected to result in a breach of the Company Board’s fiduciary duties under applicable law. The Company may, if it receives a written bona fide unsolicited Acquisition Proposal (as defined in Section 5.4(b) hereof), delay the mailing of the Proxy Statement or the Company Recommendation. Subject to Section 5.2(c)holding of the Special Meeting, neither in each case for such time as is necessary for the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any consider such Acquisition Proposal other than and to determine the Merger (any action described effect, if any, on its recommendation in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, favor of the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation WithdrawalMerger.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company, acting through the Company Board and in accordance with Applicable Law, the Company Certificate of Incorporation and the Company Bylaws and the rules of the Nasdaq National Market, shall use its reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Special Meeting”) as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger; . The Company Board shall recommend that holders of shares of Company Common Stock vote to adopt this Agreement and the transactions contemplated hereby, including the Merger (iiithe “Company Recommendation”) subject to and shall include the immediately succeeding sentence, include Company Recommendation in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither and the Company Board nor any committee thereof shall directly not determine not to make or indirectly (x) withdraw (or to withdraw, modify or qualify change in a any manner adverse to Parent or Merger SubAcquisition Sub such recommendation or take any other action or make any other public statement in connection with the Special Meeting inconsistent with such recommendation (any of the foregoing, a “Change in Recommendation”); provided that, or publicly propose notwithstanding anything in this Agreement to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub)the contrary, the Company Board may determine (i) to effect a Change in Recommendation and (ii) not to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger, if (A) the Company has complied in all material respects with its obligations under Section 5.4, (B) the Company Board has determined in good faith, after consultation with the Company’s independent outside legal advisor, that failure to take such action would result in a violation of its fiduciary responsibilities to the Company’s stockholders under Applicable Law and (C) if the Company Board intends to effect a Change in Recommendation following an Acquisition Proposal, (1) the Company Board has concluded in good faith that such Acquisition Proposal constitutes a Superior Proposal, (2) the Company Board has provided five Business Days’ prior written notice (a “Notice of Superior Proposal”) advising Parent that the Company Board intends to take such action and specifying the reasons therefor, including the terms and conditions of the Superior Proposal that is the basis of the proposed action by the Company Board (it being understood and agreed that any amendment to the financial terms or any other material term of such Superior Proposal shall require a new Notice of Superior Proposal and a new five Business Day period), (y3) approveduring such five Business Day period, endorse if requested by Parent, the Company has engaged in and has caused its legal and financial advisors to engage in, good faith negotiations with Parent (to the extent Parent desires to negotiate) to amend this Agreement in such a manner that the Acquisition Proposal which was determined to constitute a Superior Proposal is no longer a Superior Proposal and (4) at the end of such five Business Day period, such Acquisition Proposal has not been withdrawn and continues to constitute a Superior Proposal (taking into account any changes to the terms of this Agreement proposed by Parent in response to a Notice of Superior Proposal, as a result of the negotiations required by clause (3) or recommend otherwise). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the stockholders of the Company at the Special Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve the Company of such obligation. In addition to the foregoing, the Company shall not submit to the vote of its stockholders at such Special Meeting any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation WithdrawalMerger.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company shall use reasonable best efforts shall, acting through the Company Board and in accordance with applicable Legal Requirements law and the Company Charter Documents to (i) Certificate of Incorporation and the by-laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Special Meeting”) as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Merger and shall solicit proxies in favor of approval of this Agreement and the Merger. The Company Board shall recommend approval of the Agreement and the Merger by the Company’s stockholders (the “Company Recommendation”); provided that, notwithstanding anything in this Agreement to the contrary, the Company Board may determine (i) not to make or may withdraw, modify or change such recommendation (a “Change in Recommendation”), and (iiiii) subject not to solicit proxies in favor of this Agreement and the immediately succeeding sentenceMerger if, include in the case of both clauses (i) and (ii), the Special Committee has determined in good faith, after consultation with its independent legal and financial advisors, that failure to take such action could reasonably be considered to be, or expected to result in, a breach of the Company Board’s fiduciary duties under applicable law. The Company may, if it receives a written bona fide unsolicited Acquisition Proposal (as defined in Section 5.4(b) hereof), delay the mailing of the Proxy Statement or the Company Recommendation. Subject to Section 5.2(c)holding of the Special Meeting, neither in each case for such time as is necessary for the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any consider such Acquisition Proposal other than and to determine the Merger (any action described effect, if any, on its recommendation in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, favor of the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation WithdrawalMerger.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company shall shall, acting through the Company Board and in accordance with Applicable Law and the Company Certificate of Incorporation and the Company Bylaws, use its commercially reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder Special Meeting”) as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger. The Company Board shall recommend that holders of shares of Company Common Stock vote for approval of this Agreement and the transactions contemplated hereby, including the Merger (the “Company Recommendation”); and (iii) subject provided, that, notwithstanding anything in this Agreement to the immediately succeeding sentencecontrary, include in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly may determine (i) not to make or indirectly (x) withdraw (or may withdraw, modify or qualify change in a any manner adverse to Parent or Merger Sub)Acquisition Sub such recommendation (a “Change in Recommendation”) and (ii) not to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, or publicly propose to withdraw including the Merger, if, in the case of both clauses (or modify or qualify in a manner adverse to Parent or Merger Subi) and (ii), the Company Recommendation Board has determined in good faith, after consultation with its independent legal and financial advisors, that (A) the Company has received a Superior Proposal or (yB) approve, endorse or recommend any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred it would be consistent with its fiduciary responsibilities to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations stockholders under Applicable Law to callso withdraw, give notice ofmodify or change such recommendation (regardless of the existence of a Superior Proposal at such time). The Company may, convene and hold if it receives an Acquisition Proposal, delay the mailing of the Proxy Statement or the holding of the Special Meeting, in each case for such time as is necessary for the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission Board to the Company of any Company consider such Acquisition Proposal or by an Recommendation Withdrawaland to determine the effect, if any, on its recommendation in favor of the Merger.

Stockholders’ Meeting; Proxy Material. (a) Subject Unless Buyer or Merger Subsidiary acquires at least 90% of the outstanding Shares, in which case Buyer shall cause the Merger to take place without a vote of the Company's stockholders as permitted by Section 5.2(c)14-2-1104 of the Georgia Code, if required by applicable law, the Company shall use reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold cause a special meeting of its stockholders (the “"Company Stockholder Stockholders Meeting”") to be ---------------------------- duly called and held as promptly soon as reasonably practicable after the date on which purchase of Shares pursuant to the Proxy Statement is cleared by the SEC Offer for the purpose of voting acting upon proposals to approve this Agreement and all actions contemplated hereby that require the approval of the Company's stockholders. The Board shall (i) recommend to the stockholders of the Company the approval and adoption of this Agreement and the approval of the Merger; , (ii) solicit proxies include in the Company Proxy Statement such favorable recommendation of the Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger; and , (iii) subject take all lawful action reasonably required to solicit such approval from the stockholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Board, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Board to comply with its fiduciary duties to the immediately succeeding sentence, include Company's stockholders under applicable law. The Company agrees that its obligations set forth in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with first sentence of this Section 5.3(a6.02(a) shall not be limited affected by the commencementwithdrawal or --------------- modification by the Board, disclosurein accordance with the immediately preceding sentence, announcement or submission of its recommendation to the Company's stockholders that such stockholders approve and adopt this Agreement and the Merger. In connection with the Company of Stockholders Meeting, the Company shall in accordance with applicable law and after consultation with the Buyer, prepare and file with the SEC a preliminary Company Proxy Statement relating to the matters to be considered at the Company Stockholders Meeting, respond as promptly as practicable to any comments made by the SEC with respect to the preliminary Company Acquisition Proposal or by an Recommendation WithdrawalProxy Statement and cause a definitive Company Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter.

Stockholders’ Meeting; Proxy Material. (a) Subject to the next two sentences of this Section 5.2(c5.2(a), the Company shall shall, acting through the Company Board and in accordance with Applicable Law and the Company Certificate of Incorporation and the Company Bylaws, use its commercially reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholder "Special Meeting”") as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC hereof for the purpose of voting considering and taking action upon the adoption of this Agreement and the approval of the Merger; (ii) Merger and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger. The Company Board shall recommend that holders of shares of Company Common Stock vote for approval of this Agreement and the transactions contemplated hereby, including the Merger (the "Company Recommendation"); and (iii) subject provided, that, notwithstanding anything in this Agreement to the immediately succeeding sentencecontrary, include in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly may determine (i) not to make or indirectly (x) withdraw (or may withdraw, modify or qualify change in a any manner adverse to Parent or Merger Sub)Acquisition Sub such recommendation (a "Change in Recommendation") and (ii) not to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, or publicly propose to withdraw including the Merger, if, in the case of both clauses (or modify or qualify in a manner adverse to Parent or Merger Subi) and (ii), the Company Recommendation Board has determined in good faith, after consultation with its independent legal and financial advisors, that (A) the Company has received a Superior Proposal or (yB) approveit would be consistent with its fiduciary responsibilities to the Company's stockholders under Applicable Law to so withdraw, endorse modify or recommend any change such recommendation (regardless of the existence of a Superior Proposal at such time). The Company may, if it receives an Acquisition Proposal, delay the mailing of the Proxy Statement or the holding of the Special Meeting, in each case for such time as is necessary for the Company Board to consider such Acquisition Proposal other than and to determine the Merger (any action described effect, if any, on its recommendation in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, favor of the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with this Section 5.3(a) shall not be limited by the commencement, disclosure, announcement or submission to the Company of any Company Acquisition Proposal or by an Recommendation WithdrawalMerger.

Stockholders’ Meeting; Proxy Material. (a) Subject Unless Buyer or Merger Subsidiary acquires at least 90% of the outstanding Shares, in which case Buyer shall cause the Merger to take place without a vote of the Company's stockholders as permitted by Section 5.2(c)14-2-1104 of the Georgia Code, if required by applicable law, the Company shall use reasonable best efforts in accordance with applicable Legal Requirements and the Company Charter Documents to (i) duly call, give notice of, convene and hold cause a special meeting of its stockholders (the “"Company Stockholder Stockholders Meeting”") to be duly called and held as promptly soon as reasonably practicable after the date on which purchase of Shares pursuant to the Proxy Statement is cleared by the SEC Offer for the purpose of voting acting upon proposals to approve this Agreement and all actions contemplated hereby that require the approval of the Company's stockholders. The Board shall (i) recommend to the stockholders of the Company the approval and adoption of this Agreement and the approval of the Merger; , (ii) solicit proxies include in the Company Proxy Statement such favorable recommendation of the Board that the stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger; and , (iii) subject take all lawful action reasonably required to solicit such approval from the stockholders of the Company and (iv) not withdraw or modify such favorable recommendation, in each case, unless the Board, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for the Board to comply with its fiduciary duties to the immediately succeeding sentence, include Company's stockholders under applicable law. The Company agrees that its obligations set forth in the Proxy Statement the Company Recommendation. Subject to Section 5.2(c), neither the Company Board nor any committee thereof shall directly or indirectly (x) withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), or publicly propose to withdraw (or modify or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation or (y) approve, endorse or recommend any Acquisition Proposal other than the Merger (any action described in this clause (x) or (y) being referred to as a “Recommendation Withdrawal”). Notwithstanding anything in this Agreement, the Company’s obligations to call, give notice of, convene and hold the Company Stockholder Meeting in accordance with first sentence of this Section 5.3(a6.02(a) shall not be limited affected by the commencementwithdrawal or modification by the Board, disclosurein accordance with the immediately preceding sentence, announcement or submission of its recommendation to the Company's stockholders that such stockholders approve and adopt this Agreement and the Merger. In connection with the Company of Stockholders Meeting, the Company shall in accordance with applicable law and after consultation with the Buyer, prepare and file with the SEC a preliminary Company Proxy Statement relating to the matters to be considered at the Company Stockholders Meeting, respond as promptly as practicable to any comments made by the SEC with respect to the preliminary Company Acquisition Proposal or by an Recommendation WithdrawalProxy Statement and cause a definitive Company Proxy Statement to be mailed to its stockholders as promptly as practicable thereafter.