Common use of Texas Company and Delaware Company Shareholder Meetings Clause in Contracts

Texas Company and Delaware Company Shareholder Meetings. (a) As promptly as practicable after the S-4 is declared effective under the Securities Act, the Texas Company shall duly give notice of, convene and hold a meeting of its shareholders (the "Texas Company Shareholders' Meeting") in ----------------------------------- accordance with the TBCA for the purpose of obtaining the Requisite Texas Holders Approvals and shall, subject to the provisions of Section 5.13(b) hereof, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the issuance of the Texas Company Common Stock in connection with the Merger and the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement. (b) Neither the Board of Directors of the Texas Company nor any committee thereof shall (i) except as expressly permitted by this Section 5.13(b), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Delaware Company, the approval or recommendation of such Board of Directors or such committee thereof of this Agreement, the issuance of the Texas Company Common Stock in connection with the Merger or the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction, or (iii) cause the Texas Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "Texas Company Acquisition ------------------------- Agreement") related to any Alternative Transaction. Notwithstanding the --------- foregoing, in the event that prior to the later of the approval of this Agreement, of the issuance of the Texas Company Common Stock in connection with the Merger by the holders of the Texas Company Common Stock and the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement, the Board of Directors of the Texas Company determines in good faith, after it has received a Texas Company Superior Proposal and after receipt of advice from outside counsel and its financial advisors, that doing so is required to prevent the Board of Directors of the Texas Company from breaching its fiduciary duties to the Texas Company shareholders under applicable Law, the Board of Directors of the Texas Company may (subject to this and the following sentences) inform the Texas Company shareholders that it no longer believes that such approval is advisable and no longer recommends approval (a "Texas Company Subsequent ------------------------ Determination") or pay the Termination Fee and terminate this Agreement, but ------------- only at a time that is after the fifth business day following the Delaware Company's receipt of written notice advising the Delaware Company that the Board of Directors of the Texas Company has received a Texas Company Superior Proposal specifying the material terms and conditions of such the Texas Company Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the Person making such Texas Company Superior Proposal and stating that it intends to make a Texas Company Subsequent Determination or to terminate this Agreement (a "Texas Company Determination Notice"). After ---------------------------------- providing the Texas Company Determination Notice, the Texas Company shall cause its financial and legal advisors to negotiate in good faith with the Delaware Company during such five business days to make such adjustments to the terms and conditions of this Agreement as would enable the Texas Company to

Texas Company and Delaware Company Shareholder Meetings. (a) As promptly as practicable after the S-4 is declared effective under the Securities Act, the Texas Company shall duly give notice of, convene and hold a meeting of its shareholders (the "Texas Company Shareholders' Meeting") in ----------------------------------- accordance with the TBCA for the purpose of obtaining the Requisite Texas Holders Approvals and shall, subject to the provisions of Section 5.13(b) hereof, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the issuance of the Texas Company Common Stock in connection with the Merger and the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement. (b) Neither the Board of Directors of the Texas Company nor any committee thereof shall (i) except as expressly permitted by this Section 5.13(b), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Delaware Company, the approval or recommendation of such Board of Directors or such committee thereof of this Agreement, the issuance of the Texas Company Common Stock in connection with the Merger or the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction, or (iii) cause the Texas Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "Texas Company Acquisition ------------------------- Agreement") related to any Alternative Transaction. Notwithstanding the --------- foregoing, in the event that prior to the later of the approval of this Agreement, of the issuance of the Texas Company Common Stock in connection with the Merger by the holders of the Texas Company Common Stock and the issuance of the Texas Company Preferred Stock pursuant to the Preferred Stock Agreement, the Board of Directors of the Texas Company determines in good faith, after it has received a Texas Company Superior Proposal and after receipt of advice from outside counsel and its financial advisors, that doing so is required to prevent the Board of Directors of the Texas Company from breaching its fiduciary duties to the Texas Company shareholders under applicable Law, the Board of Directors of the Texas Company may (subject to this and the following sentences) inform the Texas Company shareholders that it no longer believes that such approval is advisable and no longer recommends approval (a "Texas ----- (a) to give notice of, convene and hold a meeting of its shareholders in accordance with the TBCA and its articles of incorporation and bylaws shall not be affected by the withdrawal or modification (other than a withdrawal or modification in which the Texas Company Board of Directors recommends that its shareholders not grant the Requisite Texas Holders Approvals) by the Texas Company Board of Directors, in accordance with this Section 5.13(b), of its recommendation to the shareholders of the Texas Company to grant the Requisite Texas Holders Approvals. (c) As promptly as practicable after the S-4 is declared effective under the Securities Act, the Delaware Company shall duly give notice of, convene and hold a meeting of its stockholders and the holders of its Debentures (the "Delaware Company Stockholders' Meeting") in accordance with the DGCL and -------------------------------------- its certificate of incorporation and bylaws for the purpose of obtaining the Requisite Delaware Holders Approvals and shall, subject to the provisions of Section 5.13(d) hereof, through its Board of Directors, recommend to its stockholders and the holders of the Debentures the adoption of this Agreement. (d) Neither the Board of Directors of the Delaware Company nor any committee thereof shall (i) except as expressly permitted by this Section 5.13(d), withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to the Texas Company, the approval or recommendation of such Board of Directors or such committee thereof of this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Alternative Transaction, or (iii) cause the Delaware Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "Delaware Company Acquisition Agreement") -------------------------------------- related to any Alternative Transaction. Notwithstanding the foregoing, in the event that prior to obtaining the Requisite Delaware Holders Approvals, the Board of Directors of the Delaware Company determines in good faith, after it has received a Delaware Company Superior Proposal and after receipt of advice from outside counsel and its financial advisors, that doing so is required to prevent the Board of Directors of the Delaware Company from breaching its fiduciary duties to the Delaware Company stockholders under applicable Law, the Board of Directors of the Delaware Company may (subject to this and the following sentences) inform the Delaware Company stockholders that it no longer believes that the Merger is advisable and no longer recommends approval (a "Delaware Company Subsequent ------------------------ Determination") or pay the Termination Fee and ------------------------------------------ terminate this Agreement, but ------------- only at a time that is after the fifth business day following the Delaware Texas Company's receipt of written notice advising the Delaware Texas Company that the Board of Directors of the Texas Company has received a Texas Company Superior Proposal specifying the material terms and conditions of such the Texas Company Superior Proposal (and including a copy thereof with all accompanying documentation, if in writing), identifying the Person making such Texas Company Superior Proposal and stating that it intends to make a Texas Company Subsequent Determination or to terminate this Agreement (a "Texas Company Determination Notice"). After ---------------------------------- providing the Texas Company Determination Notice, the Texas Company shall cause its financial and legal advisors to negotiate in good faith with the Delaware Company during such five business days to make such adjustments to the terms and conditions of this Agreement as would enable the Texas Company toDelaware