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

Stockholders’ Meeting; Proxy Material. (a) The Company shall cause a special meeting of its stockholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement and the Merger. Subject to the applicable provisions of Sections 2.03(b), 5.01 and 8.04 hereof, the Board of Directors of the Company shall recommend to the stockholders of the Company in the Proxy Statement (as hereinafter defined) that they vote in favor of approval of this Agreement and the Merger, and the Company shall solicit proxies in connection with such meeting in favor of such approval, shall engage a nationally recognized proxy solicitor reasonably acceptable to Buyer to solicit such proxies, and shall otherwise use its reasonable best efforts to secure the approval of the stockholders of the Company required to effect the Merger under applicable law. Simultaneously with the execution of this Agreement, GSCP Recovery, Inc. has entered into a Voting Agreement dated the date hereof (the "Voting Agreement") with Buyer, pursuant to which, among other agreements, it has granted to Xxxxxx Xxxxxxx and Xxxxx Xxxxxxxxxxx, with full power of substitution, an irrevocable proxy (the "Irrevocable Proxy") to vote all shares of Company Common Stock held of record by such stockholder (or over which such stockholder has voting power, by contract or otherwise) to approve this Agreement and the Merger, unless this Agreement has been earlier terminated pursuant to Section 5.01 hereof.

Stockholders’ Meeting; Proxy Material. (a) The Company shall cause a special meeting of its stockholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement and the Merger. Subject to the applicable provisions of Sections 2.03(b), 5.01 and 8.04 hereof, the Board of Directors of the Company shall recommend to the stockholders of the Company in the Proxy Statement (as hereinafter defined) that they vote in favor of approval of this Agreement and the Merger, and the Company shall solicit proxies in connection with such meeting in favor of such approval, shall engage a nationally recognized proxy solicitor reasonably acceptable to Buyer to solicit such proxies, and shall otherwise use its reasonable best efforts to secure the approval of the stockholders of the Company required to effect the Merger under applicable law. Simultaneously with the execution of this Agreement, GSCP Recovery, Inc. has entered into a Voting Agreement dated the date hereof (the "Voting Agreement") with Buyer, pursuant to which, among other agreements, it has granted to Xxxxxx Danixx Xxxxxxx and Xxxxx xxx Jamex Xxxxxxxxxxx, with xxth full power of substitution, an irrevocable proxy (the "Irrevocable Proxy") to vote all shares of Company Common Stock held of record by such stockholder (or over which such stockholder has voting power, by contract or otherwise) to approve this Agreement and the Merger, unless this Agreement has been earlier terminated pursuant to Section 5.01 hereof.

Stockholders’ Meeting; Proxy Material. (a) The Subject to Section 2.03 hereto, the Company shall cause a special meeting of its stockholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement and the Merger. Subject to the applicable provisions of Sections 2.03(b), 5.01 5.01(e) and 8.04 7.05 hereof, the Board of Directors of the Company shall recommend to the stockholders of the Company in the Proxy Statement (as hereinafter defined) that they vote in favor of approval of this Agreement and the Merger, and the Company shall solicit proxies in connection with such meeting in favor of such approval, shall engage a nationally recognized proxy solicitor reasonably acceptable to Buyer to solicit such proxies, approval and shall otherwise use its commercially reasonable best efforts to secure the approval of the stockholders of the Company required to effect the Merger under applicable law. Simultaneously with the execution of this Agreement, GSCP Recovery, Inc. Xxxxxx X. Xxxxx has entered into a Voting Agreement dated the date hereof (the "Voting Agreement") with Buyer, pursuant to which, among other agreements, it he has granted to Xxxxxx Xxxxxxx X. Xxxxxxx and Xxxxx XxxxxxxxxxxXxxxxx X. Xxxx, with full power of substitution, an irrevocable proxy (the "Irrevocable Proxy") to vote all shares of Company Common Stock held of record by such stockholder (or over which such stockholder has voting power, by contract or otherwise) to approve this Agreement and the Merger, unless this Agreement has been earlier terminated pursuant to Section 5.01 hereof.

Stockholders’ Meeting; Proxy Material. (a) The Subject to Section 2.03 hereto, the Company shall cause a special meeting of its stockholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement and the Merger. Subject to the applicable provisions of Sections 2.03(b), 5.01 5.01(e) and 8.04 7.05 hereof, the Board of Directors of the Company shall recommend to the stockholders of the Company in the Proxy Statement (as hereinafter defined) that they vote in favor of approval of this Agreement and the Merger, and the Company shall solicit proxies in connection with such meeting in favor of such approval, shall engage a nationally recognized proxy solicitor reasonably acceptable to Buyer to solicit such proxies, approval and shall otherwise use its commercially reasonable best efforts to secure the approval of the stockholders of the Company required to effect the Merger under applicable law. Simultaneously with the execution of this Agreement, GSCP Recovery, Inc. Sxxxxx X. Xxxxx has entered into a Voting Agreement dated the date hereof (the "“Voting Agreement"”) with Buyer, pursuant to which, among other agreements, it he has granted to Xxxxxx Cxxxxxx X. Xxxxxxx and Xxxxx XxxxxxxxxxxAxxxxx X. Xxxx, with full power of substitution, an irrevocable proxy (the "“Irrevocable Proxy"”) to vote all shares of Company Common Stock held of record by such stockholder (or over which such stockholder has voting power, by contract or otherwise) to approve this Agreement and the Merger, unless this Agreement has been earlier terminated pursuant to Section 5.01 hereof.