Common use of Company Stockholder Meeting; Proxy Material Clause in Contracts

Company Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties, the Board of Directors of the Company shall recommend the approval and adoption of this Agreement by the Company’s stockholders; provided, however, that any withdrawal of, any modification or qualification in a manner adverse to Parent of the Company Board Recommendation, or any recommendation of an Acquisition Proposal (each such action, an “Adverse Company Recommendation Change”), shall give Parent the right to terminate this Agreement as set forth in Section 10.01(c)(i) of this Agreement. In connection with such meeting, the Company shall (i) mail the Joint Proxy Statement/ Prospectus to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act and, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable Law, use its reasonable best efforts to secure the Company Stockholder Approval, and (iii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject to Section 10.01 hereof, this Agreement shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) an Adverse Company Recommendation Change shall have occurred, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors.

Company Stockholder Meeting; Proxy Material. The Unless the Board of Directors of Acquiror shall take any action permitted by the third sentence of Section 6.04, the Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable practicable, on a date reasonably acceptable to Acquiror, for the purpose of obtaining voting on the approval and adoption of this Agreement and the Merger (the "Company Stockholder Approval"). Subject to its fiduciary dutiesExcept as provided in the next sentence, the Board of Directors of the Company shall recommend the approval and adoption of this Agreement by the Company’s 's stockholders; provided, however, . The Board of Directors of the Company shall be permitted to (i) not recommend to the Company's shareholders that any withdrawal of, any modification they give the Company Stockholder Approval or qualification (ii) withdraw or modify in a manner adverse to Parent Acquiror its recommendation to the Company's shareholders that they give the Company Stockholder Approval, only (x) if the Board of Directors of the Company Board Recommendationby a majority vote determines in its good faith judgment that it is necessary to so withdraw or modify its recommendation to comply with its fiduciary duty to shareholders under applicable law, or any recommendation after receiving the advice of an Acquisition Proposal outside legal counsel, and (each such action, an “Adverse y) if the Company Recommendation Change”), shall give Parent and the right to terminate this Agreement as senior officers and directors of the Company have substantially complied with their obligations set forth in Section 10.01(c)(i) of this Agreement5.03. In connection with such meetingthe Company Stockholder Meeting, the Company shall (ix) mail will promptly prepare and file with the Joint Proxy Statement/ Prospectus to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act andSEC, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable Law, will use its reasonable best efforts to secure have cleared by the SEC and will thereafter mail to its shareholders as promptly as practicable the Company Proxy Statement and all other proxy materials for the Company Stockholder ApprovalMeeting, (y) will use its reasonable best efforts, subject to the immediately preceding sentence, to obtain the Company Stockholder Approval and (iiiz) will otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject to Section 10.01 hereof, this Agreement shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) an Adverse Company Recommendation Change shall have occurred, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsMeeting.

Company Stockholder Meeting; Proxy Material. The Subject to its fiduciary duties, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose purposes of obtaining the Company Stockholder Approval. Subject to its fiduciary duties, the Board of Directors of the Company shall recommend the approval Company Stockholder Approval, and adoption of this Agreement by the Company’s stockholders; provided, however, that any withdrawal of, any modification shall not withdraw or qualification modify in a manner adverse to Parent of the Company Board Recommendation, or any recommendation of an Acquisition Proposal (each such action, an “Adverse Company Recommendation Change”), shall give Parent the right to terminate this Agreement as set forth in Section 10.01(c)(i) of this Agreementrecommendation. In connection with such meetingthe Company Stockholder Meeting, the Company shall (i) mail the Joint Proxy Statement/ Statement/Prospectus to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act and, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable LawLaw and subject to the foregoing, use its reasonable best efforts to secure the Company Stockholder Approval, and (iii) otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject Subject to Section 10.01 hereof, this Agreement the matters required to be approved in order to obtain the Company Stockholder Approval shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) an Adverse the Board of Directors of the Company Recommendation Change shall have occurredwithdrawn, qualified or modified the Company Board Recommendation in a manner adverse to Parent, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisors, provided that, for purposes of this clause (B), each reference in the definition of “Acquisition Proposal” shall be deemed a reference to “the Company”.

Company Stockholder Meeting; Proxy Material. The Even if the Board of Directors of Parent shall take any action permitted by the third sentence of Section 6.4, at such time at which Parent and the Company determine in their reasonable judgment that, within 60 days, the Condition Satisfaction Time will occur, the Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable for the purpose of obtaining voting on the approval and adoption of this Agreement and the Merger; provided that the Company shall not hold the Company Stockholder ApprovalMeeting, and if the Company Stockholder Meeting has been called, the Company shall adjourn the Company Stockholder Meeting, until such time (the "Condition Satisfaction Time") at which, in the reasonable judgment of Parent and the Company, all conditions to the Closing (other than the condition set forth in Section 8.1(a)) have been satisfied or (to the extent legally permissible) waived (by the applicable party) or are then capable of being satisfied, including by placing the Alliance Interests into an irrevocable trust as contemplated by Section 7.1(d)(iii), (assuming that all references to the Closing Date contained in Sections 8.2(a) and 8.3(a) are deemed to be references to the date of the Condition Satisfaction Time). Subject to its fiduciary dutiesExcept as provided in the next sentence, the Board of Directors of the Company shall recommend the approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. The Board of Directors of the Company shall be permitted (i) not to recommend to the Company's stockholders that they give the Company Stockholder Approval or (ii) to withdraw or modify in a manner adverse to Parent its recommendation to the Company's stockholders that they give the Company Stockholder Approval, only if (v) the Company has received a Superior Proposal (defined in Section 7.10), (w) the Board of Directors of the Company determines in its good faith judgment, after receiving the advice of outside legal counsel, that, in light of the Superior Proposal, failure to so withdraw or modify its recommendation would be reasonably likely to be inconsistent with fulfilling its fiduciary duty to stockholders under applicable law, (x) five business days have elapsed following delivery by the Company to Parent of written notice advising Parent that the Board of Directors of the Company has resolved to so withdraw or modify its recommendation, specifying the material terms and conditions of the Superior Proposal and identifying the Person making the Superior Proposal, (y) the Company has given Parent the opportunity to propose revisions to the terms of this Agreement in response to the Superior Proposal and negotiated in good faith with Parent with respect to the proposed revisions, if any, and (z) the Company has complied with its obligations set forth in Section 7.10 in all material respects; provided, however, that any withdrawal ofin the case of (i) and (ii) above, any modification or qualification the Company shall nevertheless submit this Agreement and the Merger to the holders of shares of Company Common Stock for approval at the Company Stockholder Meeting unless this Agreement shall have been terminated in a manner adverse accordance with its terms prior to Parent the date of the Company Board Recommendation, or any recommendation of an Acquisition Proposal (each such action, an “Adverse Company Recommendation Change”), shall give Parent the right to terminate this Agreement as set forth in Section 10.01(c)(i) of this AgreementStockholder Meeting. In connection with such meetingthe Company Stockholder Meeting, the Company shall (i) mail will prepare and file with the Joint Proxy Statement/ Prospectus to the Company’s stockholders as promptly as practicable after the Registration Statement is declared effective under the 1933 Act andCommission, if necessary in order to comply with applicable securities laws, after the Joint Proxy Statement/Prospectus shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, resolicit proxies, (ii) subject to its fiduciary duties under Applicable Law, will use its reasonable best efforts to secure have cleared by the Commission the Company Proxy Statement and all other materials for the Company Stockholder ApprovalMeeting, and (ii) will mail to its stockholders the Company Proxy Statement and all other proxy materials for the Company Stockholder Meeting a sufficient time prior to the Company Stockholder Meeting as is necessary to comply with applicable law, including applicable rules and regulations of the Commission, (iii) will use its reasonable best efforts, subject to the immediately preceding sentence, to obtain the Company Stockholder Approval and (iv) will otherwise comply with all legal requirements applicable to such meeting. Without limiting the generality of the foregoing, and notwithstanding anything in this agreement that may be deemed to be to the contrary, but subject to Section 10.01 hereof, this Agreement shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not (A) an Adverse Company Recommendation Change shall have occurred, and/or (B) any Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its advisorsMeeting.