Common use of Adjournment of Company Stockholder Meeting Clause in Contracts

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC or its staffSEC; or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including by issuing a press release, filing materials with the SEC or otherwise, in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments each case in accordance with the preceding clauses terms of this Agreement. Without the prior written consent of Parent (i) and (iiwhich will not be unreasonably withheld, conditioned or delayed), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of will not be postponed or adjourned (A) by more than ten 10 days at a time; (10B) Business Days with respect to Section 6.4(b)(i), by more than 30 days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled scheduled; or (yC) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting on more than two (2) times or for more than ten (10) Business Days in occasions. In no event will the aggregate from the originally scheduled record date of the Company Stockholder MeetingMeeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC SEC; (iii) necessary to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Company Board (or a committee thereof) has determined in good faith (after consultation with its staffoutside legal counsel) is required to be filed and disseminated under applicable Law; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including by issuing a press release, filing materials with the SEC or otherwise, in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments each case in accordance with this Agreement; (v) the preceding clauses Company reasonably determines in good faith that the Requisite Stockholder Approval is unlikely to be obtained; or (ivi) and it receives the prior written consent of Parent (iiwhich shall not be reasonably withheld, conditioned or delayed). Without the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of will not be postponed or adjourned (A) by more than ten 10 days at a time; (10B) Business Days with respect to Section 6.4(b)(i), Section 6.4(b)(iv) or Section 6.4(b)(v), by more than 30 days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled scheduled; or (yC) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting on more than two (2) times or for more than ten (10) Business Days in occasions. In no event will the aggregate from the originally scheduled record date of the Company Stockholder MeetingMeeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company shall not postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent; provided, that if at any time following the dissemination of the Proxy Statement, either the Company or Parent reasonably determines in good faith that the Requisite Stockholder Approval is unlikely to be obtained at the Company Stockholder Meeting, including due to an absence of quorum, then on no more than two occasions (for each of the Company and Parent) and prior to the vote contemplated having been taken, the Company shall have the right to adjourn or postpone the Company Stockholder Meeting for the purpose of soliciting additional votes in favor of this Agreement; provided, further, that no such adjournment or postponement shall delay the Company Stockholder Meeting by more than 10 days from the prior-scheduled date or to a date on or after the fifth Business Day preceding the Termination Date; provided, further, that notwithstanding the foregoing, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation date of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; if (iiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request an order from the SEC or its staff; or (ivii) the Company Board (or a committee thereofthe Company Special Committee) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law necessary to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient allow reasonable additional time for any supplemental or amended disclosure to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to be disseminated and reviewed by the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect ) prior to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent but only for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (up to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, such time that the Company shall not be required pursuant to this sentence to adjourn Board determines (after consultation with outside legal counsel) is necessary under applicable Law, including in connection with the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date discharge of fiduciary duties of the Company Stockholder MeetingBoard (or the Company Special Committee).

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders if, in the good faith judgment of the Company Board (including after consultation with outside legal counsel), the failure to do so would be reasonably likely to be inconsistent with its fiduciary obligations under applicable Law or with applicable federal securities Laws); provided, that in the case of the foregoing clause (iv), such postponement or adjournment shall not be for more than ten Business Days; provided, further, that in no event (x) shall the Company Stockholder Meeting be postponed or adjourned beyond the date that is three Business Days prior to the Termination Date or (y) once it is fixed by the Company Board, shall the record date for the Company Stockholder Meeting change (whether or not in connection with any such postponement or adjournment), without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Subject to the provisions of this Agreement, the Company Board Recommendation Change); provided that, with respect will cause a “broker search” to postponements or adjournments be conducted in accordance with Rule 14a-13 of the preceding clauses (i) and (ii), Exchange Act in a manner to enable the Company shall not postpone or adjourn record date for the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which to be set so that the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before can be held reasonably promptly following the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date effectiveness of the Company Stockholder MeetingProxy Statement.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing may (and, if requested by Parent, shall) postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; , (ii) to allow reasonable additional time for any supplemental or additional disclosure required to be disseminated to the Company Stockholders to be so disseminated and reviewed by the Company Stockholders, (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC or its staff; staff or (iv) to allow additional solicitation of votes, if proxies granted by the time of time of the Company Board (or a committee thereof) has determined Stockholder Meeting are insufficient to obtain the Requisite Stockholder Approval; provided that in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to no event shall the Company postpone or adjourn the Company Stockholder Meeting in order more than two times pursuant to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and or (ii), the Company shall not postpone iv) or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a an aggregate period of more than ten time in excess of thirty (1030) Business Days after days from the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before scheduled, in each case without the Termination Date. The Company shall, if requested by prior written consent of Parent (to which consent will not be unreasonably withheld, conditioned or delayed). In the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, event that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that, without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholder Meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will submit this Agreement and the Mergers to the Company Stockholders at the Company Stockholder Meeting even if the Company Board or the Special Committee has effected a Company Board Recommendation Change.

Adjournment of Company Stockholder Meeting. Notwithstanding anything The Company will cooperate with and keep Parent informed upon Parent’s reasonable request regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to the contrary in this Agreement, nothing Company Stockholders. The Company will prevent the Company from postponing be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if, but only if, (i) if, after consultation with Parent, as of the time that the Company believes Stockholder Meeting is originally scheduled (as set forth in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if Proxy Statement), there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; , (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (ivii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) (A) that it is reasonably likely to be required under by applicable Law or order to postpone or adjourn the Company Stockholder Meeting, (B) that such postponement or adjournment is required by applicable Law to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to Company Stockholders with adequate time for review prior to the Company Stockholder Meeting or (C) that such postponement or adjournment is necessary to permit completion of any pending Notice Period in respect of a Company Board Recommendation Change, (iii) the Company is requested to postpone or adjourn the Company Stockholder Meeting in order to give by the Company Stockholders sufficient time to evaluate any information SEC or disclosure that the Company has sent to the Company Stockholders its staff or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance iv) with the preceding clauses prior written consent of Parent (i) and (ii), the Company which shall not postpone be unreasonably withheld, conditioned or adjourn delayed). In no event will the Company Stockholder Meeting be postponed or adjourned (i) by more than 10 calendar days at a time without Parent’s the prior written consent for a period of Parent; or (ii) with respect to Section 6.4(b)(i), by more than ten (10) Business Days 30 calendar days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled or (y) ten (10) Business Days before without the Termination Dateprior written consent of Parent. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent. The Company shall, will postpone or adjourn the Company Stockholder Meeting on one or more occasions for an aggregate period of up to 30 days if so requested by Parent (to the extent permitted by Law), adjourn or postpone and subsequently hold the Company Stockholder Meeting as promptly as practicable after such postponement or adjournment), in each case, if, on the date for which the absence Company Stockholder Meeting is then-scheduled, the Company has not received proxies representing a sufficient number of quorum or to allow additional solicitation shares of votes in order Company Common Stock to obtain the Requisite Stockholder Approval; provided, whether or not a quorum is present. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement) that the Company shall not propose to be required pursuant to this sentence to adjourn acted on by the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of Stockholders at the Company Stockholder Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing may (and if requested by Parent on no more than two (2) occasions, shall for a reasonable period of time not to exceed thirty (30) days in the aggregate) postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; Meeting; (ii) to allow reasonable additional time for any supplemental or additional disclosure required to be disseminated to the Company Stockholders to be so disseminated and reviewed by the Company Stockholders, (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, Order or a request from the SEC or its staff; staff or (iv) to allow additional solicitation of votes, if proxies granted by the time of time of the Company Board (or a committee thereof) has determined Stockholder Meeting are insufficient to obtain the Requisite Stockholder Approval; provided that in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to no event shall the Company postpone or adjourn the Company Stockholder Meeting in order more than two times pursuant to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and or (ii), the Company shall not postpone iv) or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a an aggregate period of more than ten time in excess of thirty (1030) Business Days after days from the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before scheduled, in each case without the Termination Date. The Company shall, if requested by prior written consent of Parent (to the extent permitted by Law)which consent will not be unreasonably withheld, adjourn conditioned or postpone the delayed) and in no event shall any such postponed or adjourned Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more held later than ten (10) Business Days in prior to the aggregate from Termination Date. In the originally scheduled event that the date of the Company Stockholder Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that, without the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that the Company does not establish a new record date for the Company Stockholders Meeting, as so adjourned, postponed or delayed, except as required by applicable Law.

Adjournment of Company Stockholder Meeting. The Company shall not change the date of, postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting, and the Company shall postpone or adjourn the Company Stockholder Meeting if requested by Parent, in either case, (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; or (iii) the Company reasonably determines (after consultation with outside counsel) that the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; , including to the extent that such postponement or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn adjournment of the Company Stockholder Meeting is required by applicable Law or the SEC or its staff in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding case of the foregoing clauses (i) and (ii), and unless there has been a Company Board Recommendation Change, the Company shall not postpone use its reasonable best efforts to solicit such additional proxies (or adjourn the presence in person of the Company Stockholder Meeting without Parent’s prior written consent for a period Stockholders) as expeditiously as reasonably possible; and provided further that, in the case of more than ten each of the foregoing clauses (10i) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or through (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Lawiii), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not consult with Parent prior to making such adjournment or postponement and shall make such adjournment or postponement for the minimum amount of time that may be required pursuant to this sentence to adjourn reasonably required, as determined by the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meetinggood faith after consultation with Parent.

Adjournment of Company Stockholder Meeting. Notwithstanding anything The Company will cooperate with and keep Parent informed upon Parent’s reasonable request regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to the contrary in this Agreement, nothing Company Stockholders. The Company will prevent the Company from postponing be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if, but only if, (i) if, after consultation with Parent, as of the time that the Company believes Stockholder Meeting is originally scheduled (as set forth in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if Proxy Statement), there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; , (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (ivii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) (A) that it is reasonably likely to be required under by applicable Law or order to postpone or adjourn the Company Stockholder Meeting, (B) that such postponement or adjournment is required by applicable Law to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to Company Stockholders with adequate time for review prior to the Company Stockholder Meeting or (C) that such postponement or adjournment is necessary to permit completion of any pending notice period in respect of a Company Board Recommendation Change, (iii) the Company is requested to postpone or adjourn the Company Stockholder Meeting in order to give by the Company Stockholders sufficient time to evaluate any information SEC or disclosure that the Company has sent to the Company Stockholders its staff or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance iv) with the preceding clauses prior written consent of Parent (i) and (ii), the Company which shall not postpone be unreasonably withheld, conditioned or adjourn delayed). In no event will the Company Stockholder Meeting be postponed or adjourned (i) by more than 10 calendar days at a time without Parent’s the prior written consent for a period of Parent; or (ii) with respect to Section 6.3(a), by more than ten (10) Business Days 30 calendar days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled or (y) ten (10) Business Days before without the Termination Dateprior written consent of Parent. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent. The Company shall, will postpone or adjourn the Company Stockholder Meeting on one or more occasions for an aggregate period of up to 30 days if so requested by Parent (to the extent permitted by Law), adjourn or postpone and subsequently hold the Company Stockholder Meeting as promptly as practicable after such postponement or adjournment), in each case, if, on the date for which the absence Company Stockholder Meeting is then-scheduled, the Company has not received proxies representing a sufficient number of quorum or to allow additional solicitation shares of votes in order Company Common Stock to obtain the Requisite Stockholder Approval; provided, whether or not a quorum is present. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement) that the Company shall not propose to be required pursuant to this sentence to adjourn acted on by the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of Stockholders at the Company Stockholder Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, such adjournment of the Company believes in good faith that such adjournment or postponement Stockholder Meeting is reasonably necessary to allow enable the Company to solicit additional solicitation proxies required to constitute a quorum necessary to conduct the business of votes in order the Company Stockholder Meeting and/or to obtain the Requisite Stockholder ApprovalApproval whether or not there is a quorum present; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC or its staffSEC; or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company Stockholders or otherwise made available to the stockholders of the Company Stockholders (including by issuing a press release, filing materials with the SEC or otherwise, in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments each case in accordance with the preceding clauses terms of this Agreement. Without the prior written consent of Parent (i) and (iiwhich will not be unreasonably withheld, conditioned or delayed), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of will not be postponed or adjourned (A) by more than ten 10 days at a time; (10B) Business Days with respect to Section 7.12(b)(i), by more than 30 days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled scheduled; or (yC) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting on more than two (2) times or for more than ten (10) Business Days in occasions. In no event will the aggregate from the originally scheduled record date of the Company Stockholder MeetingMeeting be changed without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting Meeting: (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided thatprovided, with respect to postponements or adjournments however, that in accordance with the preceding case of the foregoing clauses (i) and or (ii), in no event shall the Company shall not postpone Stockholder Meeting be postponed or adjourn adjourned by the Company more than twice or for more than twenty (20) Business Days, in the aggregate, with such postponement or adjournment at the request of Parent pursuant to this Section 6.4(b), beyond the originally scheduled date of the Company Stockholder Meeting without Parent’s prior written consent for a period (which shall not be unreasonably withheld, conditioned or delayed). If, at the time of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled Meeting, a quorum has not been established or (y) ten (10) Business Days before the Termination Date. The Company has not received proxies representing a sufficient number of shares of Company Common Stock for the Requisite Stockholder Approval, then the Company shall, if requested by at the written request of Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approvala date specified by Parent; provided, however, that the Company in no event shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting be postponed or adjourned at the request of Parent more than two (2) times twice or for more than ten twenty (1020) Business Days Days, in the aggregate from aggregate, without the originally scheduled date prior written consent of the Company Stockholder Meeting(which consent shall not be unreasonably withheld, conditioned or delayed).

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting after consultation with Parent if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request written directive from the SEC SEC; (iii) the Company has notified Parent pursuant to Section 5.3(e) that the Company Board (or its staffa committee thereof) intends to effect a Company Board Recommendation Change or to terminate this Agreement pursuant to Section 5.3(e)(ii) and the applicable notice period thereunder will not have expired prior to the then-scheduled date and time of the Company Stockholder Meeting; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to would be required under applicable Law inconsistent with its fiduciary duties not to postpone or adjourn the Company Stockholder Meeting or that such postponement or adjournment is required by applicable Law in order to give the Company Stockholders sufficient time to evaluate any information or disclosure or any amendment or supplement to the Proxy Statement that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders by issuing a press release, filing materials with the SEC or otherwise; provided, however, that, in each case, any such postponement or adjournment shall only be for the minimum amount of time reasonably necessary to resolve the matter giving rise thereto. Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will establish a record date for, duly call, give notice of, convene and hold the Company Stockholder Meeting and submit this Agreement and the Merger to its stockholders at the Company Stockholder Meeting even if the Company Board (including in connection with any or a committee thereof) has effected a Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing shall postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting (provided, that, without the prior written consent of Parent, no individual postponement or adjournment under this clause (i) shall be for more than five (5) Business Days and, in any event, may not be to a date that is later than the date that is three (3) Business Days prior to the Termination Date); (iiiii) the Company is expressly required to postpone or adjourn the Company Stockholder Meeting by an applicable Law Order or a request from the SEC (provided, that, without the prior written consent of Parent, each such postponement or its staffadjournment under this clause (ii) may be for no more than the amount of time expressly specified in such Order or request); or (iviii) and only to the extent that the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change); provided provided, that, with respect to postponements or adjournments in accordance with without the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten Parent, no individual postponement or adjournment under this clause (10iii) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not may be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days and, in any event, may not be to a date that is later than three (3) Business Days prior to the Termination Date); or (iv) such postponement or adjournment is not covered by clauses (i), (ii) or (iii) and only to the extent that the Company Board (or a committee thereof) has determined in good faith after consultation with outside legal counsel that it is required by applicable Law to postpone or adjourn the Company Stockholder Meeting (provided, that, without the prior consent of Parent, no individual postponement or adjournment under this clause (iv) shall be for more than ten (10) Business Days and, in any event, may not be to a date that is later than three (3) Business Days prior to the Termination Date); provided, however, that all such postponements and adjournments under clause (i) and clause (iv) of this Section 6.3(b) shall not, in the aggregate aggregate, delay the Company Stockholder Meeting by more than forty-five (45) days from the originally scheduled date. In no event will the record date of the Company Stockholder MeetingMeeting be changed without Parent’s prior written consent, unless required by applicable Law.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, the Company shall not postpone or adjourn the Company Stockholder Meeting without the prior written consent of Parent; provided, however, that if the Company or Parent reasonably determines in good faith that the Requisite Stockholder Approval is unlikely to be obtained at the Company Stockholder Meeting, including due to an absence of a quorum, then on no more than two occasions (for each of the Company and Parent) and prior to the vote contemplated having been taken, each of the Company and Parent shall have the right to require a postponement or adjournment of the Company Stockholder Meeting for the purpose of soliciting additional votes in favor of this Agreement and the Merger; provided, further, that no single such postponement or adjournment pursuant to the immediately preceding proviso shall delay the Company Stockholder Meeting by more than seven days from the prior-scheduled date or to a date on or after the fifth Business Day preceding the Termination Date; and provided, further, that notwithstanding the foregoing, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) if, after consultation with Parent, to give the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present sufficient time to evaluate any information or represented by proxy at disclosure that the Company Stockholder Meeting has sent or otherwise made available to constitute the holders of shares of Company Common Stock (including in connection with a quorum at the Company Stockholder Meeting; (iiiChange of Recommendation) or if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law law, order, Nasdaq or SEC rule or regulation, provision of its Charter or Bylaws, or a request from Nasdaq, the SEC or its staff; or . Unless this Agreement is validly terminated in accordance with Section 8.1, the Company will submit this Agreement and the Merger to the Company Stockholders at the Company Stockholder Meeting (ivtimely held in accordance with the requirements of this Section 6.4) even if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) effected a Company Board Recommendation Change. The Company agrees that it is reasonably likely to no matters shall be required under applicable Law to postpone or adjourn brought before the Company Stockholder Meeting in order to give other than the Company Stockholders sufficient time to evaluate adoption of this Agreement, the Merger, and any information or disclosure that related “golden parachute” vote under Rule14a-21(c) of the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders Exchange Act and any related and customary procedural matters (including in connection with any Company Board Recommendation Change); provided that, with respect a proposal to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shallmeeting, if requested by Parent (necessary, to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting solicit additional proxies for the absence purposes of quorum or to allow additional solicitation of votes in order to obtain obtaining the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meeting).

Adjournment of Company Stockholder Meeting. Notwithstanding anything The Company will cooperate with and keep Parent informed upon Parent’s reasonable request regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to the contrary in this Agreement, nothing Company Stockholders. The Company will prevent the Company from postponing be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if, but only if, (i) if, after consultation with Parent, as of the time that the Company believes Stockholder Meeting is originally scheduled (as set forth in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if Proxy Statement), there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; , (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (ivii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) (A) that it is reasonably likely to be required under by applicable Law or order to postpone or adjourn the Company Stockholder Meeting, (B) that such postponement or adjournment is required by applicable Law to ensure that any supplement or amendment to the Proxy Statement that is required by applicable Law is provided to Company Stockholders with adequate time for review prior to the Company Stockholder Meeting or (C) that such postponement or adjournment is necessary to permit completion of any pending Notice Period in respect of a Company Board Recommendation Change, (iii) the Company is requested to postpone or adjourn the Company Stockholder Meeting in order to give by the SEC or its staff or (iv) with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). In no event will the Company Stockholders sufficient Stockholder Meeting be postponed or adjourned (i) by more than 10 calendar days at a time to evaluate any information without the prior written consent of Parent; or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, ii) with respect to postponements or adjournments in accordance with the preceding clauses (i) and (iiSection 6.4(b)(i), by more than 30 calendar days after the date on which the Company shall not Stockholder Meeting was (or was required to be) originally scheduled without the prior written consent of Parent. In no event will the record date of the Company Stockholder Meeting be changed without Parent’s prior written consent. The Company will postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for on one or more occasions if so requested by Parent (but in such case the Company shall not be required to postpone or adjourn the Company Stockholder Meeting to a period of date that is more than ten (10) Business Days 30 calendar days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Lawscheduled), adjourn or postpone and will subsequently hold the Company Stockholder Meeting as promptly as practicable after such postponement or adjournment, in each case, if, on the date for which the absence Company Stockholder Meeting is then-scheduled, the Company has not received proxies representing a sufficient number of quorum or to allow additional solicitation shares of votes in order Company Common Stock to obtain the Requisite Stockholder Approval; provided, whether or not a quorum is present. Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the adoption of this Agreement shall be the only matter (other than matters of procedure and matters required by applicable Law to be voted on by the Company Stockholders in connection with the adoption of this Agreement) that the Company shall not propose to be required pursuant to this sentence to adjourn acted on by the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of Stockholders at the Company Stockholder Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting from time to time if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum or to obtain the Requisite Stockholder Approval at the Company Stockholder MeetingMeeting (provided that, without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed), the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) and no such postponement or adjournment shall be, without the prior written consent (not to be unreasonably withheld, conditioned or delayed) of Parent, for a period exceeding 15 Business Days); (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law law, order or a request from the SEC or its staff; staff or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is would reasonably likely be expected to be required under applicable Law inconsistent with its fiduciary duties not to postpone or adjourn the Company Stockholder Meeting Meeting, including in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made publicly available to the Company Stockholders 72 (including in connection with any a Company Board Recommendation Change); provided that, with respect to postponements or adjournments . Unless this Agreement is validly terminated in accordance with the preceding clauses (i) and (ii)Section ‎8.1, the Company shall not postpone or adjourn submit the adoption of this Agreement to its stockholders at the Company Stockholder Meeting without Parent’s even if the Company Board shall have effected a Company Board Recommendation Change. Without the prior written consent for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (not to the extent permitted by Lawbe unreasonably withheld, conditioned or delayed), adjourn or postpone the Company Stockholder Meeting for adoption of this Agreement will be the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence only matter (other than voting on a proposal to adjourn the Company Stockholder Meeting more than two (2and related procedural matters, if applicable, the advisory vote required by Rule 14a-21(c) times or for more than ten (10) Business Days in under the aggregate from the originally scheduled date Exchange Act, and if such meeting is an annual meeting of the stockholders, any customary annual stockholder meeting matters) that the Company Stockholder will propose to be acted on by the Company’s stockholders at the Company Stockholders Meeting.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders if, in the good faith judgment of the Company Board (including or the Special Committee) (after consultation with outside legal counsel), the failure to do so would be inconsistent with its fiduciary obligations under applicable Law); provided that in the case of the foregoing clause (iv), such postponement or adjournment shall not (x) occur on more than two occasions and (y) be for more than ten Business Days, in each case, without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed); provided, further, that in no event (x) shall the Company Stockholder Meeting be postponed or adjourned beyond the date that is five Business Days prior to the Termination Date or (y) once it is fixed by the Company Board, shall the record date for the Company Stockholder Meeting change (whether or not in connection with any such postponement or adjournment), without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed). Subject to the provisions of this Agreement, the Company Board Recommendation Change); provided that, with respect to postponements or adjournments will conduct a “broker search” in accordance with Rule 14a-13 of the preceding clauses (i) and (ii), Exchange Act in a manner to enable the Company shall not postpone or adjourn record date for the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which to be set so that the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before can be held promptly following the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date effectiveness of the Company Stockholder MeetingProxy Statement.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder MeetingMeeting or to obtain the Requisite Stockholder Approvals (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times pursuant to this clause (i) without Parent’s prior written consent); (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law law, order or a request from the SEC or its staff; or (iviii) to the extent necessary to ensure that any supplement or amendment to the Proxy Statement that is required by applicable law is provided to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholder Meeting. Unless this Agreement is validly terminated in accordance with Section ‎8.1, the Company will submit this Agreement to the Company Stockholders at the Company Stockholder Meeting for the purpose of obtaining the Requisite Stockholder Approvals even if the Company Board (or a committee thereof) ), upon the recommendation of the Special Committee, has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely effected a Recommendation Change. If requested by Parent on up to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting two separate occasions in order to give the Company Stockholders sufficient allow additional time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided that, with respect to postponements or adjournments in accordance with the preceding clauses (i) and (ii), the Company shall not postpone or adjourn the Company Stockholder Meeting without Parent’s prior written consent for a period of more than ten (10) Business Days after the date on which the Company Stockholder Meeting was originally scheduled or (y) ten (10) Business Days before the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; providedApprovals, that the Company shall postpone or adjourn the meeting for up to 10 Business Days each such occasion. Without the prior written consent of Parent (which will not be required pursuant to this sentence to adjourn unreasonably withheld, conditioned or delayed), the Company Stockholder Meeting will not be postponed or adjourned by more than two (2) times or for more than ten (10) 10 Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meetingfor each event giving rise to such a postponement or adjournment.

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if (i) if, after consultation with Parent, the Company believes in good faith that such adjournment or postponement is reasonably necessary to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting; (iiiii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC or its staffSEC; or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change); provided thatby issuing a press release, with respect to postponements or adjournments in accordance filing materials with the preceding clauses (i) and (ii)SEC or otherwise. Without the prior written consent of Parent, the Company shall not postpone or adjourn the Company Stockholder Meeting will not be postponed or adjourned (A) by more than 10 days at a time without Parent’s the prior written consent for a period of Parent; or (B) with respect to Section 6.4(b)(i), by more than ten (10) Business Days 30 days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled and such Company Stockholders Meeting may be adjourned or postponed not more than two times without Parent’s prior written consent (ynot to be unreasonably withheld, conditioned or delayed) ten if the circumstances described in the foregoing clause (10i) exist). Notwithstanding the foregoing, the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after two Business Days before prior to the Termination Date. The Company shall, if requested by Parent (to the extent permitted by Law), adjourn or postpone the Company Stockholder Meeting for the absence of quorum or to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; provided, that the Company shall not be required pursuant to this sentence to adjourn the Company Stockholder Meeting more than two (2) times or for more than ten (10) Business Days in the aggregate from the originally scheduled date of the Company Stockholder Meeting.