Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the MGCL and its Restated Articles of Incorporation and Bylaws and the rules of the NYSE to call, give notice of, convene and hold the Company Meeting as promptly as practicable, and in any event (to the extent permissible under applicable law) within 60 days after the declaration of effectiveness of the Registration Statement. Subject to Section 5.1(c), the Company shall use its reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the approval of the Merger, the approval of the Company Charter Amendments and will take all other action necessary to secure the vote or consent of its stockholders required by the rules of the NYSE and MGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall adjourn or postpone the Company Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s stockholders sufficiently in advance of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 days, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting. The Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a) shall not be limited or affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to this Agreement.

Stockholders Meetings. (a) Promptly after the date hereof, the The Company shall take all action necessary in accordance with the MGCL and its Restated Articles of Incorporation and Bylaws applicable Laws and the rules of the NYSE Company Organizational Documents to call, duly give notice of, convene and hold a meeting of the Company Meeting Stockholders, to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 60 days practicable after the declaration of effectiveness Registration Statement is declared effective under the Securities Act and no later than the forty-fifth (45th) day following the first mailing of the Registration Joint Proxy Statement/Prospectus, to consider the adoption of this Agreement (including any meeting following an adjournment thereof, the “Company Stockholders’ Meeting”). The Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date (and commence a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith) for the Company Stockholders’ Meeting. Subject to Section 5.1(c5.4(b) and Section 5.4(c), the Company shall will, through the Company Board, recommend that the Company Stockholders adopt this Agreement and will use its reasonable best efforts to solicit from its stockholders the Company Stockholders proxies in favor of the adoption and approval of this Agreement, the approval of the Merger, the approval of the Company Charter Amendments Agreement and will to take all other action necessary or advisable to secure the vote or consent of its stockholders the Company Stockholders required by the rules of the NYSE and MGCL or applicable Laws to obtain such approvals. Notwithstanding anything Without limiting the generality of the foregoing, but subject to Section 5.4(b) and the contrary contained Company’s right to terminate this Agreement under the circumstances set forth in this AgreementSection 7.1, the Company agrees that (i) shall adjourn or postpone the Company Meeting its obligations pursuant to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company’s stockholders sufficiently in advance first two sentences of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 days, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting. The Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a5.3(a) shall not be limited or affected by (A) the commencement, disclosurepublic proposal, announcement public disclosure or submission communication to the Company of any Company Acquisition Proposal, Proposal or by (B) any withdrawal, amendment Company Adverse Recommendation Change and (ii) no Company Acquisition Proposal shall be presented to the Company Stockholders for approval at the Company Stockholders’ Meeting or modification of the recommendation any other meeting of the Company Board with respect Stockholders. In the event of a Company Adverse Recommendation Change specifically permitted by Sections 5.4(b) or (c), the Company shall have no obligation to this Agreementsolicit proxies to obtain the Company Stockholder Approval.

Stockholders Meetings. (a) Promptly after The Company shall, as soon as practicable following the date hereofof this Agreement, the Company shall take all action necessary in accordance with the MGCL and its Restated Articles of Incorporation and Bylaws and the rules of the NYSE to duly call, give notice of, convene and hold a special meeting of its stockholders (the “Company Stockholders Meeting”) in accordance with applicable Law, the Company Meeting as promptly as practicable, Charter and in any event (to by-laws for the extent permissible under applicable law) within 60 days after purpose of obtaining the declaration of effectiveness of the Registration StatementCompany Stockholder Approval. Subject to Section 5.1(c4.2(c), the Company shall use its reasonable efforts (A) through the Board of Directors of the Company, recommend to solicit from its stockholders proxies in favor of the approval and adoption and approval of this Agreement, the approval of the Merger, the Subsequent Merger and the other Transactions and include in the Proxy Statement such recommendation and (B) use its commercially reasonable efforts to solicit and obtain such approval and adoption. Without limiting the generality of the foregoing, subject to Section 4.2(c), the Company Charter Amendments and will take all other action necessary acknowledges that its obligations pursuant to secure the vote first sentence of this Section 5.1(b) shall not be affected by any Company Adverse Recommendation Change or consent of the commencement, public proposal, public disclosure or communication to the Company or its stockholders required of any Company Takeover Proposal. The Company shall provide Parent with the Company’s stockholder list as and when requested by the rules of the NYSE Parent, including at any time and MGCL from time to obtain such approvalstime following a Company Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall Company, after consultation with Parent, may adjourn or postpone the Company Meeting Stockholders Meeting: (1) to the extent the Company believes in good faith it is necessary to ensure that any necessary supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the Company’s stockholders sufficiently in advance of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or stockholders; (ii2) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 days, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Stockholders Meeting; or (3) to the extent it believes in good faith that additional time is reasonably required to solicit proxies in favor of the Company Meeting. The Company shall ensure adoption of this Agreement; provided, however, that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a) any such adjournment or postponement shall not be limited or affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to this Agreementexceed ten (10) calendar days.

Stockholders Meetings. (a) Promptly after the date hereofThe Company, acting through the Company Board, shall take all action necessary actions in accordance with applicable law (including all applicable requirements of the MGCL Code and ERISA with respect to the shares of Company Common Stock held by any Company Employee Plan) and its Restated Articles Certificate of Incorporation and Bylaws By-laws to promptly and the rules of the NYSE to duly call, give notice of, convene and hold the Company Meeting as promptly as practicable, and in any event (to the extent permissible under applicable law) within 60 45 days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 5.1(c6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall use its recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include in the Joint Proxy Statement/Prospectus such recommendation, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company's stockholders vote in favor of the Company Voting Proposal. The Company shall take all action that is both reasonable efforts and lawful to solicit from its stockholders proxies in favor of the adoption Company Voting Proposal and approval of this Agreement, the approval of the Merger, the approval of the Company Charter Amendments and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders the Company Stockholders required by the rules of the NYSE and MGCL Nasdaq Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Buyer, the Company (i) shall may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any necessary required supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Company’s 's stockholders sufficiently in advance of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 daysor, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a) shall not be limited or affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to this Agreement.

Stockholders Meetings. (a) Promptly after The Company shall, as soon as practicable following the date hereofof this Agreement, the Company shall take all action necessary in accordance with the MGCL and its Restated Articles of Incorporation and Bylaws and the rules of the NYSE to duly call, give notice of, convene and hold a special meeting of its stockholders (the "Company Stockholders Meeting") in accordance with applicable Law, the Company Meeting as promptly as practicable, Charter and in any event (to by-laws for the extent permissible under applicable law) within 60 days after purpose of obtaining the declaration of effectiveness of the Registration StatementCompany Stockholder Approval. Subject to Section 5.1(c4.2(c), the Company shall use its reasonable efforts (A) through the Board of Directors of the Company, recommend to solicit from its stockholders proxies in favor of the approval and adoption and approval of this Agreement, the approval of the Merger, the Subsequent Merger and the other Transactions and include in the Proxy Statement such recommendation and (B) use its commercially reasonable efforts to solicit and obtain such approval and adoption. Without limiting the generality of the foregoing, subject to Section 4.2(c), the Company Charter Amendments and will take all other action necessary acknowledges that its obligations pursuant to secure the vote first sentence of this Section 5.1(b) shall not be affected by any Company Adverse Recommendation Change or consent of the commencement, public proposal, public disclosure or communication to the Company or its stockholders required of any Company Takeover Proposal. The Company shall provide Parent with the Company's stockholder list as and when requested by the rules of the NYSE Parent, including at any time and MGCL from time to obtain such approvalstime following a Company Adverse Recommendation Change. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall Company, after consultation with Parent, may adjourn or postpone the Company Meeting Stockholders Meeting: (1) to the extent the Company believes in good faith it is necessary to ensure that any necessary supplement or amendment to the Proxy Statement that is required by applicable Law is timely provided to the Company’s stockholders sufficiently in advance of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or 's stockholders; (ii2) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 days, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Company Stockholders Meeting; or (3) to the extent it believes in good faith that additional time is reasonably required to solicit proxies in favor of the Company Meeting. The Company shall ensure adoption of this Agreement; provided, however, that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a) any such adjournment or postponement shall not be limited or affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to this Agreementexceed ten (10) calendar days.

Stockholders Meetings. (a) Promptly after the date hereofThe Company, acting through the Company Board, shall take all action necessary actions in accordance with the MGCL and applicable law, its Restated Articles Certificate of Incorporation and Bylaws By-laws and the rules of the NYSE The Over-The-Counter Bulletin Board to promptly and duly call, give notice of, convene and hold the Company Meeting as promptly as practicable, and in any event (to the extent permissible under applicable law) within 60 45 days after the declaration of effectiveness of the Registration Statement, the Company Stockholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 5.1(c6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company's stockholders vote in favor of the Company Voting Proposal. Subject to Section 6.1(b), the Company shall use its take all action that is both reasonable efforts and lawful to solicit from its stockholders proxies in favor of the adoption Company Voting Proposal and approval of this Agreement, the approval of the Merger, the approval of the Company Charter Amendments and will shall take all other action necessary or advisable to secure the vote or consent of its the stockholders of the Company required by the rules of The Over-The-Counter Bulletin Board or the NYSE and MGCL DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall Company, after consultation with the Buyer, may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any necessary required supplement or amendment to the Joint Proxy Statement Statement/Prospectus is provided to the Company’s 's stockholders sufficiently in advance of a vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not to exceed 30 daysor, if as of the time for which the Company Stockholders Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Meeting in accordance with this Section 6.4(a) shall not be limited or affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to this Agreement.