Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. STC shall call and hold the STC Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated hereby, and each of CGI and STC shall use all reasonable efforts to hold the CGI Stockholders' Meeting and the STC Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the Merger.

Stockholders Meetings. STC The Company shall, subject to receipt of the Company Fairness Opinion, call and hold the Company Stockholders' Meeting and, if applicable, Parent shall call and hold the STC Parent Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting Meeting, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated herebyhereby pursuant to the Proxy Statement, and each of CGI the Company and STC Parent shall use all reasonable efforts to hold the CGI Parent Stockholders' Meeting Meeting, if any, and the STC Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI The Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy StatementStatement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Business Corporation Act or applicable stock exchange requirements to obtain such approval. If applicable, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's articles or certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC The Company shall call and hold the STC Company Stockholders' Meeting and CGI and, if applicable, Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated herebyhereby pursuant to the Proxy Statement, and each of CGI the Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting Meeting, if any, on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC If applicable, the Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI If applicable, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval, if required. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's articles or certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement and the Merger contemplated herebyStatement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Parent Stockholders' Meeting and the STC Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC Except as otherwise contemplated by this Agreement, Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law NYBCL or applicable other stock exchange requirements to obtain such approval. CGI Except as otherwise contemplated by this Agreement, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby Share Issuance pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law DGCL or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC shall call (a) If required by applicable Laws, the Company, acting through the Company Board, shall, in accordance with applicable Laws, duly call, convene and hold the STC Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting Company Special Meeting, as promptly soon as reasonably practicable after the date hereof acceptance for payment or exchange of shares of Company Common Stock pursuant to the Offer, for the purpose of voting upon the approval of this Agreement pursuant and the Merger, and the Company agrees that this Agreement shall be submitted at such meeting. The Company shall (i) take all action necessary to duly call, give notice of, convene and hold the Joint Company Special Meeting, (ii) subject to Section 5.2(c), include in the Company Proxy Statement the Recommendation and the Merger contemplated hereby, and each of CGI and STC shall (iii) use all its reasonable best efforts to hold obtain the CGI Stockholders' Meeting and the STC Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effectiveCompany Requisite Stockholder Approval. STC The Company shall use all reasonable efforts to solicit from its stockholders of the Company proxies in favor of the approval adoption of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action reasonably necessary or advisable to secure the vote or consent Company Requisite Stockholder Approval. (b) As soon as reasonably practicable following the date of stockholders required by this Agreement, the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor effectiveness of the Offer Registration Statement and the approval of this Agreement and the Merger contemplated hereby pursuant to European Prospectus by the Joint Proxy StatementAFM, and Parent, acting through its Supervisory and/or Managing Boards, shall (i) take all other action necessary to duly call, give notice of, convene and hold a general meeting of its stockholders (such meeting, including any adjournments or advisable to secure postponements, the vote or consent of stockholders required by “Parent Stockholders Meeting”) for the General Corporation Law or applicable stock exchange requirements purposes of, among other things, obtaining the Parent Requisite Stockholder Approval and (ii) use its reasonable best efforts to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the MergerParent Requisite Stockholder Approval.

Stockholders Meetings. STC shall call (a) Promptly after the date hereof, CC will take all action reasonably necessary in accordance with the MBCA and hold its Articles of Incorporation and Bylaws to cause the STC StockholdersCC Shareholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting to be held as promptly as practicable after following the date hereof effectiveness of the Registration Statement for the purpose of voting upon this Agreement, the approval Merger and the issuance of the CC Common Stock contemplated thereby, and SM will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to cause a meeting of SM's stockholders to be held or to solicit the written consent of SM's stockholders (the "SM Stockholders' Meeting") as promptly as practicable for the purpose of voting upon this Agreement pursuant and the Merger. Unless otherwise mutually agreed by SM and CC, SM and CC shall coordinate and cooperate with respect to the Joint Proxy Statement timing of such meetings and the Merger contemplated hereby, and each of CGI and STC shall use all their reasonable best efforts to hold the CGI Stockholders' Meeting and the STC Stockholders' Meeting such meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivehereof. STC CC and SM shall use all reasonable efforts to solicit from its their respective stockholders proxies in favor of the approval and adoption of this Agreement and approval of the Merger contemplated hereby and, in the case of CC shareholders, the election of the SM Directors to the board of directors of CC and the Amendment pursuant to issuance of the Joint Proxy Statement CC Common Stock in connection with the Merger, and shall will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the General Corporation Law rules of Nasdaq, the MBCA or applicable stock exchange requirements the DGCL, as applicable, to obtain such approvalapprovals. CGI shall use all reasonable efforts Notwithstanding anything to the contrary contained in this Agreement, CC may adjourn or postpone the CC Shareholders' Meeting, and SM may adjourn or postpone the SM Stockholders' Meeting, to the extent that (i) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to such party's stockholders in advance of the applicable vote or (ii) additional time is reasonably required to solicit from its stockholders proxies in favor of the approvals required by Section 7.01(a) or (iii) as of the time for which such stockholders' meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting. CC shall ensure that CC Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by CC in connection with the CC Shareholders' Meeting are solicited, and SM shall ensure that SM Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by SM in connection with SM Stockholders' Meeting are solicited, in each case, in compliance with the applicable provisions of the DGCL or MBCA, as the case may be, applicable charter documents, any applicable rules of Nasdaq and all other applicable legal requirements. (i) The Board of Directors of CC shall recommend that CC shareholders vote in favor of the approval and adoption of this Agreement, approval of the Merger, approval of the election of the SM Directors to the board of directors of CC and approval of the issuance of the Merger Consideration at the CC Shareholders' Meeting; (ii) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors of CC has recommended that CC shareholders vote in favor of the approval and adoption of this Agreement, approval of the Merger, approval of the election of the SM Directors to the board of directors of CC and approval of the issuance of the Merger Consideration at the CC Shareholders' Meeting; and (iii) neither the Board of Directors of CC nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to SM the recommendation of the Board of Directors of CC that CC shareholders vote in favor of the approval and adoption of this Agreement, approval of the Merger, approval of the election of the SM Directors to the board of directors of CC and approval of the issuance of the Merger Consideration; provided, however, that nothing in this Agreement shall prevent the Board of Directors of CC from withholding, withdrawing, amending or modifying its recommendation in favor of approval and adoption of this Agreement and approval of the Merger contemplated hereby if (A) a CC Superior Offer is made to CC and is not withdrawn, (B) neither CC nor any of its representatives shall have violated any of the restrictions set forth in Section 6.02, (C) five business days elapse following delivery by CC to SM of written notice advising CC that the Board of Directors of CC intends to withhold, withdraw, amend or modify its recommendation absent modification of the terms and conditions of this Agreement, and (D) the Board of Directors of CC concludes in good faith, after considering applicable state law and consultation with its outside counsel, that, in light of such CC Superior Offer, the failure to withhold, withdraw, amend or modify such recommendation would be inconsistent with the fiduciary duties of the Board of Directors of CC to CC shareholders under applicable law. For purposes of this Agreement, "CC Superior Offer" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving CC pursuant to which the shareholders of CC immediately preceding such transaction hold less than fifteen percent (15%) of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by CC of assets (excluding inventory and used equipment sold in the ordinary course of business) representing all or substantially all of CC's assets, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by CC), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of eighty five percent (85%) of the voting power of the then outstanding shares of capital stock of CC, in each case on terms that, in the good faith judgment of the Board of Directors of CC (after consultation with an independent investment bank) provide materially greater long-term value and long-term strategic benefits to CC shareholders than the Merger (after taking into account all relevant factors, including any conditions to the CC Superior Offer, the timing of the consummation of the transaction pursuant to the Joint Proxy StatementCC Superior Offer, the risk of nonconsummation thereof and the need for any required governmental or other consents, filings and approvals); provided, however, that an offer shall take all other action necessary only be a "CC Superior Offer" if (i) such offer did not result from any violation of Section 6.02 of this Agreement and (ii) any financing required to consummate the transaction contemplated by such offer is committed or advisable is otherwise reasonably likely in the good faith judgment of CC's Board of Directors to secure be obtained by such third party on a timely basis. Nothing contained in this Section 6.06(b) shall limit CC's obligation to call, give notice of, convene and hold the vote or consent CC Shareholders' Meeting (regardless of stockholders required by whether the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each recommendation of the parties hereto Board of Directors of CC shall take all other action necessary orhave been withdrawn, in the opinion amended or modified and regardless of the other parties hereto, advisable to promptly and expeditiously secure whether any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the MergerCC Superior Offer has been made).

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting Meeting, and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement and the Merger contemplated herebyStatement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting on the same day date and as soon as practicable after the date on which the Registration Statement becomes effective. STC Except as otherwise contemplated by this Agreement, Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law to obtain such approval. Except as otherwise contemplated hereby by this Agreement, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Articles Amendment, the Share Issuance and the Amendment Domestication pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall use take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate Articles of incorporation Association or Certificate of Incorporation, as the case may be, and by-laws Memorandum of Association or bylaws, as the case may be, to effect the Merger.

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting Meeting, and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, or solicit written stockholder consent, as the case may be, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement Agreement, the Merger and the transactions contemplated hereby pursuant to the Joint Proxy Statement and the Merger contemplated herebyInformation Statement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting Meeting, if any, on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivehereof. STC Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement Agreement, the Merger and the Merger transactions contemplated hereby and the Amendment pursuant to the Joint Proxy Information Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements DGCL to obtain such approval. CGI Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement Agreement, the Merger and the Merger transactions contemplated hereby pursuant to the Joint Proxy Statement, Information Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements DGCL to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law law and such party's certificate Certificate of incorporation Incorporation and by-laws Bylaws to effect the Merger.