Common use of Action of Stockholders Clause in Contracts

Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly following consummation of the Offer to consider and vote upon the Merger, if a stockholder vote is required. If a stockholders' meeting is convened, the Board of Directors shall recommend that the stockholders of the Company vote to approve the Merger. Such recommendation shall not be withdrawn or adversely modified except by resolution of the Board of Directors adopted in the exercise of applicable fiduciary duties upon the advice of counsel. In the event that proxies are to be solicited from the Company's stockholders, the Company shall, if and to the extent requested by the Purchaser, use its best efforts to solicit from stockholders of the Company proxies in favor of such approval and shall take all other reasonable action necessary or, in the opinion of the Purchaser, helpful to secure a vote or consent of stockholders in favor of the Merger, except where the Board of Directors of the Company determines not to undertake such actions and efforts in the exercise of its fiduciary duties as set forth in Section 6.6(b) hereof. At any such meeting, the Purchaser shall vote or cause to be voted all of the Shares then owned by the Purchaser or any subsidiary of the Purchaser in favor of the Merger and the Company shall vote all Shares in favor of the Merger for which proxies in the form distributed by the Company shall have been given and with respect to which no contrary direction shall have been made.

Action of Stockholders. The Company shall take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly following consummation of the Offer to consider and vote upon the Merger, if a stockholder vote is required. If a stockholders' meeting is convened, the Board of Directors shall recommend that the stockholders of the Company vote to approve the Merger. Such recommendation shall not be withdrawn or adversely modified except by resolution of the Board of Continuing Directors adopted in the exercise of applicable fiduciary duties upon the advice of after consultation with counsel. In the event that proxies are to be solicited from the Company's stockholders, the Company shall, if and to the extent requested by the Purchaser, use its best efforts to solicit from stockholders of the Company proxies in favor of such approval and shall take all other reasonable action necessary or, in the opinion of the Purchaser, helpful to secure a vote or consent of stockholders in favor of the Merger, except where the Board of Directors of the Company determines not to undertake such actions and efforts in the exercise of its fiduciary duties as set forth in Section 6.6(b) hereof. At any such meeting, the Purchaser Parent shall vote or cause to be voted all of the Shares then owned by the Parent, Purchaser or any subsidiary of the Purchaser Parent in favor of the Merger and the Company shall vote all Shares in favor of the Merger for which proxies in the form distributed by the Company shall have been given and with respect to which no contrary direction shall have been made. Following the purchase of Shares, if any, pursuant to the Offer, Parent shall ensure that all Shares purchased pursuant to the Offer continue to be held by Parent, Purchaser, and/or a direct or indirect wholly-owned subsidiary of Parent until such time as the Merger is consummated.