Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger (the "Stockholders Meeting") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, include in the Proxy Statement the recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Merger, and use its best efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding the foregoing, if the Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties shall, at the request of Purchaser, subject to Article VII, take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. If TPC Stockholder Approval (aas hereinafter defined) If is required by law, then, subject to the fiduciary duties of the TPC Board of Directors under applicable law in order to consummate the Mergerlaw, the CompanyTPC, acting through the BoardTPC Board of Directors, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the CompanyTPC's Certificate of Incorporation and By-lawsBylaws, (ia) duly call, give notice of, convene and hold an annual or special meeting of its stockholders (the "STOCKHOLDERS MEETING") as soon as practicable following consummation of the Offer for the purpose of considering approving and taking action on adopting this Agreement and the Transactions, including, without limitation, the Merger (the "Stockholders MeetingTPC STOCKHOLDER APPROVAL") and (iib) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, include in the Proxy Statement the recommendation of the TPC Board of Directors that the stockholders of the Company TPC approve and adopt this Agreement and the Transactions, including, without limitation, the Merger, and use its best efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the obtain such approval and adoption of this Agreement and the Merger. (b) adoption. Notwithstanding the foregoing, if the Purchaser ACo or any other Subsidiary of Parent shall acquire at least 90 percent 90% of the then outstanding Shares, the parties shall, at the request of Purchaser, subject to Article VIIPHI's request, take all necessary and appropriate action actions to cause the Merger to become effective, effective as soon as practicable after the consummation of the Offer without a Stockholders Meeting in accordance with Section 253 of Delaware Law. PHI agrees to cause all Shares purchased pursuant to the Offer and all other Shares beneficially owned by Parent, as soon as reasonably practicable after such acquisitionACo or any other Subsidiary of Parent, without a meeting to be voted in favor of the stockholders of the CompanyTPC Stockholder Approval.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon promptly as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger (the "Stockholders MeetingSTOCKHOLDERS' MEETING") and (ii) in the event a Merger Notice has been delivered and), otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, include in the Proxy Statement the recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Merger, and use its reasonable best efforts to solicit from holders of Shares proxies in favor obtain adoption of this Agreement and by the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the MergerCompany's stockholders. At the Stockholders Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries subsidiaries to be voted in favor of the approval and adoption of this Agreement and the MergerAgreement. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire shares of Class A Common Stock representing at least 90 percent 90% of the voting power of the then outstanding Sharesshares of the Class A Common Stock (giving effect to Purchaser's obligation to convert all such shares accepted for purchase in the Offer to shares of Class A Common Stock as contemplated by Section 1.01(a)), pursuant to the Offer or otherwise, the parties shall, at the request of Purchaser, subject to Article VII, shall take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Lawthe DGCL, as soon promptly as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable law in order to --------------------- consummate the Merger, the Company, acting through the Board, Company shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, : (i) duly call, give notice of, convene and hold an annual or a special meeting of its stockholders (the "Special Meeting") as soon as reasonably --------------- practicable following consummation the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action on upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use all reasonable efforts to obtain and furnish the Merger information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Stockholders MeetingProxy Statement") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject --------------- to be mailed to its fiduciary duties under applicable law after receiving the advice of independent counsel, stockholders; (iii) include in the Proxy Statement the recommendation of the Company Board of Directors that the stockholders of the Company approve and adopt this Agreement vote in favor of the approval of the Merger and the Merger, and adoption of this Agreement; and (iv) use its best all reasonable efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, Merger and take all other appropriate action to request actions reasonably necessary or, in the vote reasonable opinion of the holders Purchaser, advisable to secure the approval of Shares stockholders required by Delaware Law the DGCL, the Company's Certificate of Incorporation and any other applicable law to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding Parent agrees to vote, or cause to be voted, all of the foregoingShares then owned by it, if the Purchaser shall acquire at least 90 percent or any of its other subsidiaries and affiliates in favor of the then outstanding Shares, the parties shall, at the request approval of Purchaser, subject to Article VII, take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 and the adoption of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Companythis Agreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger Transactions (the "Stockholders Stockholders' Meeting") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, include in the Proxy Statement the recommendation of the Board (with all directors who are designees of Parent abstaining) that the stockholders of the Company approve and adopt this Agreement and the Merger, and use its best efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the MergerTransactions. At the Stockholders Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries subsidiaries to be voted in favor of the approval and adoption of this Agreement and the MergerTransactions. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire such number of Shares that, when taken together with the Shares previously owned by Purchaser, constitute at least 90 percent of the then outstanding Shares, the parties shall, at the request of Purchaserhereto agree, subject to Article VIIVI, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable law in --------------------- order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger transactions contemplated hereby (the "Stockholders Stockholders' Meeting") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, (A) --------------------- include in the Proxy Statement the unanimous recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Merger, transactions contemplated hereby and (B) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement obtain such approval and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the Mergeradoption. At the Stockholders Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Mergertransactions contemplated hereby. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties shallhereto agree, at the request of Purchaser, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If adoption of this Agreement is required by applicable law in order to consummate the Mergerlaw, the Company, acting through the Boardits Board of Directors, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), shall in accordance with and subject to applicable law and the Company's Certificate of Incorporation and By-lawsLaws, (i) duly call, give notice of, convene and hold an annual or special a meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on adopting this Agreement and the Merger transactions contemplated hereby (the "Stockholders Meeting") and (ii) except if the Board of Directors by majority vote determines in the event a Merger Notice has been delivered andgood faith, otherwise, subject to its fiduciary duties under applicable law after receiving based on the advice of independent counseloutside legal counsel to the Company that to do so would constitute a breach of fiduciary duty under applicable law, (A) include in the Proxy Statement the unanimous recommendation of the Board of Directors that the stockholders of the Company approve and adopt this Agreement and the Merger, and use its best efforts to solicit from holders of Shares proxies vote in favor of the adoption of this Agreement and the Merger, and take all other appropriate action to request the vote written opinion of the holders Financial Adviser that the consideration to be received by the stockholders of Shares required by Delaware Law the Company pursuant to effect the MergerOffer and the Merger is fair to such stockholders and (B) use its reasonable best efforts to obtain the necessary adoption of this Agreement. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries subsidiaries to be voted in favor of the approval and adoption of this Agreement and the MergerAgreement. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire at least 90 percent 90% of the then outstanding Shares, the parties shallCompany agrees, at the request of Purchaser, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, effective as soon as reasonably practicable after such acquisition, without a meeting of the stockholders Company's stockholders, in accordance with Section 253 of the CompanyDGCL.

Stockholders Meeting. (a) If required by applicable law Law in order to consummate the Merger, the Company, acting through the Company Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law Law and the Company's ’s Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon promptly as practicable following consummation of the Offer (or, if later, following the termination of the subsequent offering period, if any) for the purpose of considering and taking action on this Agreement and the Merger Transactions (the "Stockholders “Stockholders’ Meeting") ”), and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice terms of independent counselthis Agreement, (A) include in the Proxy Statement Statement, and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendation of the Company Board that the stockholders of the Company approve and adopt this Agreement and the Merger, Transactions and (B) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement obtain such approval and adoption. The Company shall ensure that the MergerStockholders’ Meeting is called, noticed, convened, held and conducted, and take that all other appropriate action to request parties solicited in connection with the vote of the holders of Shares required by Delaware Law to effect the MergerStockholders’ Meeting are solicited, in compliance with all applicable Law. At the Stockholders Stockholders’ Meeting, Parent and Purchaser shall cause all Company Shares then owned by them and their Subsidiaries subsidiaries to be voted in favor of the approval and adoption of this Agreement and the MergerTransactions. (b) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 7.1, including its obligation to duly call, give notice of, convene and hold the Stockholders’ Meeting after the Acceptance Date shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal. (c) Notwithstanding the foregoing, if in the event that Purchaser shall acquire at least 90 percent of the then outstanding Company Shares, the parties shallhereto agree, at the request of Purchaser, subject to Article VII8, to take all necessary and appropriate action to cause the Merger to become effective, effective in accordance with Section 253 of Delaware Lawthe DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), Company shall in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, law: (i) duly call, give notice of, convene and hold an annual or a special meeting of its stockholders as soon as reasonably practicable following consummation the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action on upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts to obtain and furnish the Merger (information required to be included by the "Stockholders Meeting") and (ii) SEC in the event a Merger Notice has been delivered Proxy Statement and, otherwiseafter consultation with Parent, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments and supplements thereto, the “Proxy Statement”) to be mailed to its stockholders; (iii) subject to its fiduciary duties under applicable law after receiving the advice of independent counselSection 5.2(c), include in the Proxy Statement the recommendation of the Company Board of Directors that the stockholders of the Company approve and adopt this Agreement vote in favor of the approval of the Merger and the Merger, and adoption of this Agreement; and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, Merger and take all other appropriate action to request actions reasonably necessary or, in the vote reasonable opinion of the holders Purchaser, advisable to secure the approval of Shares stockholders required by Delaware Law the DGCL, the Company’s Certificate of Incorporation and any other applicable law to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding Parent agrees to vote, or cause to be voted, all of the foregoingShares then owned by it, if the Purchaser shall acquire at least 90 percent or any of its other Subsidiaries and affiliates in favor of the then outstanding Shares, the parties shall, at the request approval of Purchaser, subject to Article VII, take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 and the adoption of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Companythis Agreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon promptly as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger (the "Stockholders MeetingSTOCKHOLDERS' MEETING") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, (A) include in the Proxy Statement proxy statement to be sent to the recommendation stockholders of the Company in connection with the Stockholders' Meeting or the information statement to be sent to such stockholders, as appropriate (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "PROXY STATEMENT"), and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the unanimous recommendations of the Board and the Special Committee that the stockholders of the Company approve and adopt this Agreement and the Merger, and (B) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the Mergercause such adoption. At the Stockholders Stockholders' Meeting, Parent and Purchaser shall cause all Shares and shares of Common Stock then owned by them and their Subsidiaries subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire through the Offer or otherwise at least 90 percent 90% of the then outstanding Shares, the parties shall, at the request of Purchaser, subject to Article VII, shall take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon promptly as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, law: (i) duly call, give notice of, convene and hold an annual or a special meeting of its stockholders (the "Special Meeting") as soon as reasonably practicable following consummation the acceptance for payment and purchase of Shares by Merger Subsidiary pursuant to the Offer for the purpose of considering and taking action on upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts to obtain and furnish the Merger information required to be included by the SEC in the Proxy Statement (as defined below) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Stockholders MeetingProxy Statement") and to be mailed to its stockholders; (iiiii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under the applicable law after receiving the advice provisions of independent counselthis Agreement, include in the Proxy Statement the recommendation of the Board of Directors that the stockholders of the Company approve and adopt this Agreement vote in favor of the approval of the Merger and the Merger, and adoption of this Agreement; and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement the Merger and the Merger, and shall take all other appropriate action reasonably necessary or advisable to request secure the vote approval of the holders of Shares stockholders required by Delaware Law the DGCL to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding the foregoingParent agrees that it will vote, if the Purchaser shall acquire at least 90 percent or cause to be voted, all of the Shares then outstanding Sharesowned by it, Merger Subsidiary or any of its other Subsidiaries and affiliates in favor of the parties shall, at the request approval of Purchaser, subject to Article VII, take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 and the adoption of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Companythis Agreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Boardits Board of Directors, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, law: (i) duly call, give notice of, convene and hold an annual or a special meeting of its stockholders (the "Special Meeting") as soon as reasonably --------------- practicable following consummation the acceptance for payment and purchase of Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action on upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use its reasonable best efforts to obtain and furnish the Merger information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Stockholders MeetingProxy Statement") and --------------- to be mailed to its stockholders; (iiiii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under the applicable law after receiving the advice provisions of independent counselthis Agreement, include in the Proxy Statement the recommendation of the Board that the stockholders of the Company approve and adopt this Agreement vote in favor of the approval of the Merger and the Merger, and adoption of this Agreement; and (iv) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement the Merger and the Merger, and shall take all other appropriate action reasonably necessary or advisable to request secure the vote approval of the holders of Shares stockholders required by Delaware Law the DGCL to effect the Merger. At the Stockholders Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Merger. (b) Notwithstanding Parent agrees that it will vote, or cause to be voted, all of the foregoingShares then owned by it, if the Purchaser shall acquire at least 90 percent or any of its other subsidiaries and affiliates in favor of the then outstanding Shares, the parties shall, at the request approval of Purchaser, subject to Article VII, take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 and the adoption of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Companythis Agreement.

Stockholders Meeting. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, promptly after consummation of the Offer (or promptly after delivery of a Merger Notice as provided in Section 1.3(d) or (e), in accordance with applicable law and the Company's Certificate of Incorporation and By-laws, (i) duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the Merger transactions contemplated hereby (the "Stockholders Stockholders' Meeting") and (ii) in the event a Merger Notice has been delivered and, otherwise, subject to its fiduciary duties under applicable law after receiving the advice of independent counsel, (A) include in the Proxy Statement the unanimous recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Merger, transactions contemplated hereby and (B) use its reasonable best efforts to solicit from holders of Shares proxies in favor of this Agreement obtain such approval and the Merger, and take all other appropriate action to request the vote of the holders of Shares required by Delaware Law to effect the Mergeradoption. At the Stockholders Stockholders' Meeting, Parent and Purchaser shall cause all Shares then owned by them and their Subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Mergertransactions contemplated hereby. (b) Notwithstanding the foregoing, if in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares, the parties shallhereto agree, at the request of Purchaser, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of Delaware Law, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.