Common use of Calling of Company Stockholders Meeting Clause in Contracts

Calling of Company Stockholders Meeting. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, the Company shall, acting through the Company Board, at Parent’s request, as soon as practicable following the acceptance for payment of, and payment for, shares of Company Common Stock by Purchaser in the Offer (coordinating the timing thereof with Parent), duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholders Meeting”) for the purpose of obtaining such stockholder approval. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.3(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement, the Offer or the Merger. Notwithstanding the foregoing, if Purchaser or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 of the DGCL. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, to the extent permitted by the DGCL, and in accordance with all relevant provisions thereof, at Parent’s request, the Company shall take all necessary and appropriate action to obtain the requisite approval and adoption by the Company’s stockholders of this Agreement and the Merger by written consent without a meeting.

Calling of Company Stockholders Meeting. If the adoption approval of this --------------------------------------- Agreement by the stockholders of the Company is required under the DGCL GBCC in order to consummate the Merger, the Company shall, acting through the Company Board, at the Parent’s 's request, as soon as practicable following the acceptance for payment of, and payment for, shares of Company Common Stock Shares by Purchaser the Merger Sub in the Offer (coordinating the timing thereof with the Parent), duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the purpose of obtaining such stockholder approval. The Company shall, through the Company Board, recommend to its stockholders that they approve this Agreement and approve the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.3(a7.4(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement, the Offer or the Merger. Notwithstanding the foregoing, if Purchaser the Merger Sub or any other Subsidiary subsidiary of the Parent shall acquire at least 90% of the outstanding shares of Company Common StockShares, the parties shall, at the request of the Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 14-2-1104 of the DGCLGBCC. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, to To the extent permitted by the DGCLGBCC and Article 7.1 of the Company's Articles of Incorporation, as amended, and in accordance with all relevant provisions thereof, at Parent’s 's request, the Company shall take all necessary and appropriate action to obtain the requisite approval and adoption by the Company’s 's stockholders of this Agreement and the Merger by written consent without a meeting.

Calling of Company Stockholders Meeting. If the adoption approval of this Agreement by the stockholders of the Company is required under the DGCL GBCC in order to consummate the Merger, the Company shall, acting through the Company Board, at the Parent’s 's request, as soon as practicable following the acceptance for payment of, and payment for, shares of Company Common Stock Shares by Purchaser the Merger Sub in the Offer (coordinating the timing thereof with the Parent), duly call, give notice of, convene and hold a meeting of its stockholders (the “"Company Stockholders Meeting”") for the purpose of obtaining such stockholder approval. The Company shall, through the Company Board, recommend to its stockholders that they approve this Agreement and approve the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 7.3(a7.4(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by the Company Board of its approval or recommendation of this Agreement, the Offer or the Merger. Notwithstanding the foregoing, if Purchaser the Merger Sub or any other Subsidiary subsidiary of the Parent shall acquire at least 90% of the outstanding shares of Company Common StockShares, the parties shall, at the request of the Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a stockholders meeting in accordance with Section 253 14-2-1104 of the DGCLGBCC. If the adoption of this Agreement by the stockholders of the Company is required under the DGCL in order to consummate the Merger, to To the extent permitted by the DGCLGBCC and Article 7.1 of the Company's Articles of Incorporation, as amended, and in accordance with all relevant provisions thereof, at Parent’s 's request, the Company shall take all necessary and appropriate action to obtain the requisite approval and adoption by the Company’s 's stockholders of this Agreement and the Merger by written consent without a meeting.