Common use of Company Stockholder Meeting Clause in Contracts

Company Stockholder Meeting. Promptly after the date hereof, the Company shall take all action necessary under Delaware Law and the Company Charter Documents to call and hold a meeting of the stockholders of the Company (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as reasonably practicable for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger, and the Company shall use all commercially reasonable efforts to hold the Company Stockholder Meeting as promptly as practicable after the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company may adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereof, the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting pursuant to this SECTION 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.

Company Stockholder Meeting. Promptly (i) The Company, acting through the Company Board (or a duly authorized committee thereof), shall promptly following receipt of confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement (which confirmation will be deemed to occur if the SEC has not affirmatively notified the Company prior to the end of the 10th calendar day after filing the date hereofpreliminary Proxy Statement that the SEC will or will not be reviewing the Proxy Statement), take all action required under the DGCL, the Company shall take all action necessary under Delaware Law Organization Documents and the Company Charter Documents applicable requirements Table of Contents of the NASDAQ necessary to call establish a record date for, duly call, give notice of, convene and hold a meeting of the stockholders of the Company (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as reasonably practicable Stockholders for the purpose of voting upon the adoption and approval of this Agreement in accordance with the DGCL (including any adjournment or postponement thereof, the “Company Stockholder Meeting”), with such record date being selected after reasonable consultation with Parent and such meeting date being held no later than 30 days after the approval dissemination of the MergerProxy Statement to the Company Stockholders in accordance with Section 4.3(a)(vii) (or if such day is not a Business Day, and the next succeeding Business Day). Once established, the Company shall use all commercially reasonable efforts to hold not change the record date or the meeting date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as promptly as practicable after the date upon which the Registration Statement is declared or ordered effective expressly required by the SECapplicable Law. Notwithstanding anything to the contrary set forth in this Agreement, nothing will prevent the Company may adjourn Company, after consultation with Parent, from postponing or postpone adjourning the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting if (as set forth in the Proxy Statement/Prospectus), A) there are holders of insufficient shares of Company Common Stock Shares present or represented (either in person or by proxy) proxy at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c, (B) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies Board has determined in favor of the adoption and approval of this Agreement and the approval of the Mergergood faith after consultation with, and shall take all other commercially reasonable action necessary taking into account the advice of, its outside legal counsel that it is required to postpone or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that adjourn the Company Stockholder Meeting is calledby applicable Law, noticedOrder or a request from the SEC or its staff, convened(C) if requested by Parent, held and conductedto allow reasonable additional time to solicit additional proxies to obtain the Company Stockholder Approval or (D) any information relating to the Company, and that all proxies solicited Parent or any of their respective Affiliates, officers or directors has been discovered by the Company or Parent, and the Company Board has determined in connection good faith after consultation with, and taking into account the advice of, its outside legal counsel that such information is required under applicable Law to be set forth in an amendment or supplement to the Proxy Statement, such that the Proxy Statement shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances in which they were made, not false or misleading, in order to correct such information and file an appropriate amendment or supplement describing such information with the Company Stockholder MeetingSEC; provided, are solicited in compliance with Delaware Lawthat, without the Company Charter Documentsprior written consent of Parent (such consent not to be unreasonably withheld, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereofconditioned or delayed), the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether will not be postponed or not the Company Board at any time subsequent adjourned (x) by more than 10 days or (y) with respect to the foregoing clause (C), by more than 30 days after the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold on which the Company Stockholder Meeting pursuant was (or was required to this SECTION 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposalbe) originally scheduled.

Company Stockholder Meeting. Promptly after (a) If approval of the date hereofCompany’s stockholders is required under Applicable Law in order to consummate the Merger, as promptly as practicable following Merger Subsidiary’s acceptance for payment of shares of Company Stock tendered pursuant to the Offer (the time of such acceptance being the “Acceptance Time”), the Company shall take all action necessary under Delaware Law and the Company Charter Documents to call duly call, give notice of, convene and hold a meeting of the its stockholders of the Company (the "COMPANY STOCKHOLDER MEETING"“Company Stockholder Meeting”) to be held as promptly soon as reasonably practicable following the clearance of the Proxy Statement by the SEC, for the purpose of voting upon on the Company Stockholder Approval; provided, however, that the Company may delay, adjourn or postpone the date of the Company Stockholder Meeting (i) if and to the extent necessary to obtain a quorum of its stockholders to take action at the Company Stockholder Meeting, (ii) if and to the extent the Company determines in good faith (after consultation with outside legal counsel) that such delay, adjournment or postponement is required by Applicable Law, (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which it believes in good faith (after consultation with outside legal counsel) is necessary under Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting and/or (iv) if on the date of the Company Stockholder Meeting, the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain the Company Stockholder Approval. Subject to Section 6.04, in the event of a Company Stockholder Meeting, the Board of Directors of the Company, shall (a) recommend approval and adoption and approval of this Agreement and the approval of Merger by the MergerCompany’s stockholders, and the Company shall use (b) take all commercially reasonable efforts lawful actions reasonably necessary to hold obtain the Company Stockholder Meeting as promptly as practicable after Approval and (c) otherwise comply with all legal requirements applicable to such meeting. Without the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth in this Agreementprior written consent of Parent, the Company may adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereof, the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether shall be the only matters (other than matters of procedure or not other matters required by Applicable Law) which the Company Board shall propose to be acted on by the stockholders of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting pursuant to this SECTION 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalMeeting.

Company Stockholder Meeting. Promptly after Subject to the date hereofterms and conditions of this Agreement, the Company shall take all action necessary under Delaware Law and the Company Charter Documents to call and hold a meeting of the stockholders of the Company (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as reasonably practicable for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Mergershall, and the Company shall use all commercially reasonable efforts to hold the Company Stockholder Meeting as promptly as practicable after the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth effective, (i) take, in this Agreementaccordance with applicable Law, applicable stock exchange rules, the Company may adjourn or postpone Certificate and the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or ifBylaws, as of the time for which the Company Stockholder Meeting (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereof, the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, duly call, give notice of, convene and (ii) hold the Company Stockholders Meeting to consider and vote solely upon the approval of this Agreement and the Merger Transactions, the advisory “say on golden parachute compensation” vote required by Rule 14a-21(c) under the Exchange Act in connection therewith and any other matters required under applicable Law to be considered at the Company Stockholders Meeting, and to adjourn the Company Stockholders Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the other proposals (including with respect to the Disinterested Stockholder Approval). Subject to the Registration Statement having been declared effective, such Company Stockholders Meeting shall in any event be no later than sixty (60) days after (i) the tenth (10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC if by such date the SEC has not informed the Company that it intends to review the Joint Proxy Statement/Prospectus or (ii) if the SEC has, by the tenth (10th) day after the preliminary Joint Proxy Statement/Prospectus therefor has been filed with the SEC, informed the Company that it intends to review the Joint Proxy Statement/Prospectus, the date on which the SEC confirms that it has no further comments on the Joint Proxy Statement/Prospectus. The Company may postpone or adjourn the Company Stockholders Meeting solely (i) with the consent of Parent; (ii) (A) due to the absence of a quorum or (B) if the Company has not received proxies representing a sufficient number of shares to approve this Agreement and the Merger Transactions (including with respect to the Disinterested Stockholder Approval), whether or not a quorum is present, to solicit additional proxies; or (iii) to allow reasonable additional time for the filing and mailing of any supplemental or amended disclosure which the Independent Director Committee or the Company Board (which, in any event, shall require the prior affirmative recommendation of the Independent Director Committee) has determined in good faith after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholders Meeting; provided, that the Company may not postpone or 66 adjourn the Company Stockholders Meeting more than a total of two times pursuant to clause (ii)(A) or clause (ii)(B) of this Section 7.2(a)(i). Notwithstanding the foregoing, the Company shall, at the request of Parent, to the extent permitted by Law, adjourn the Company Stockholders Meeting to a date specified by Parent for the absence of a quorum or if the Company has not received proxies representing a sufficient number of shares for the approval of this Agreement and the Merger Transactions; provided, that the Company shall not be required to adjourn the Company Stockholders Meeting more than two (2) times pursuant to this SECTION 6.2 sentence, and no such adjournment pursuant to this sentence shall not be limited required to be for a period exceeding fifteen (15) Business Days. Subject to Section 7.2(b)(i) or otherwise affected (ii), the Company Recommendation and the Independent Director Committee Recommendation shall be made and shall be included in the Joint Proxy Statement/Prospectus, and the Company shall take all reasonable lawful action to solicit and obtain the Required Company Vote (including the Disinterested Stockholder Approval). Except as provided in Section 7.2(b)(i) or (ii), neither the Independent Director Committee nor the Company Board (which in any event shall require the prior affirmative recommendation of the Independent Director Committee) shall (w) take any action, make any statement or give any direction to cause directly or indirectly the failure to include the Company Recommendation or the Independent Director Committee Recommendation in the Joint Proxy Statement/Prospectus, (x) withhold, withdraw, amend, modify or qualify, or publicly propose to withhold, withdraw, amend, modify or qualify, in any manner adverse to Parent, the Company Recommendation, the Independent Director Committee Recommendation or the Company Board Approval, (y) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, any Company Acquisition Proposal or (z) make any public statement regarding any Company Acquisition Proposal or tender or exchange offer that fails to include a reaffirmation of the Company Recommendation and the Independent Director Committee Recommendation (other than a “stop, look and listen” communication by the commencement, disclosure, announcement Company Board pursuant to Rule 14d-9(f) of the Exchange Act in connection with a tender offer or submission to exchange offer provided such statement includes a reaffirmation of the Company of Recommendation) (any Acquisition Proposalaction described in this sentence being referred to as a “Company Change in Recommendation”).

Company Stockholder Meeting. Promptly after Unless the date hereofCompany Board shall have effected a Company Board Recommendation Change pursuant to Section 6.9(b), the Company Company’s Board shall take all action necessary under Delaware Law and recommend that the Company Charter Documents Stockholders vote to call and hold a meeting of the stockholders of the Company (the "COMPANY STOCKHOLDER MEETING") to be held as promptly as reasonably practicable for the purpose of voting upon the adoption and approval of approve this Agreement and the approval of the Merger, and the Company shall use all commercially reasonable efforts to hold the Company Stockholder Meeting as promptly as practicable after the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company may adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting (as set forth include such statement in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereof, the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene convene, hold, and take a vote of the Company Stockholders on the adoption of this Agreement and the transactions contemplated hereby in accordance with the DGCL (the “Company Voting Proposal”) at a meeting of the Company Stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable following the date hereof on a date mutually agreeable to the Parent and the Company; provided, however, nothing herein shall prevent the Company from postponing or adjourning the Company Stockholder Meeting if (i) there are holders of insufficient shares of the Company Common Stock present or represented by a proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting and to enable additional time to solicit proxies from the Company Stockholders, or (ii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law, Order or a request from the SEC or its staff, or (iii) the Company Board or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Stockholder Meeting in order to (A) give Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to Company Stockholders or otherwise made available to Company Stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connection with any Company Board Recommendation Change), provided, however, that the Company may not postpone or adjourn the Company Stockholder Meeting for a period of more than five (5) Business Days pursuant to this clause (iii)(A), or (B) to enable the additional time to solicit proxies from Company Stockholders in favor of the Company Voting Proposal. For the avoidance of doubt, the Company shall not be required to hold the Company Stockholder Meeting pursuant to if this SECTION 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalAgreement is validly terminated in accordance with Section 8.1.

Company Stockholder Meeting. Promptly after the date hereof, --------------------------- the Company shall take all action necessary under Delaware Law and the Company Charter Documents to call and hold a meeting of the stockholders of the Company (the "COMPANY STOCKHOLDER MEETINGCompany Stockholder Meeting") to be held as promptly as --------------------------- reasonably practicable for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger, and the Company shall use all commercially reasonable efforts to hold the Company Stockholder Meeting as promptly as practicable after the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company may adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION Section 6.3(c) hereof, the Company shall use all commercially reasonable -------------- efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE Article VIII hereof, the Company shall call and hold the Company ------------ Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting pursuant to this SECTION Section 6.2 shall not be limited to or otherwise affected ----------- by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.

Company Stockholder Meeting. Promptly (a) As soon as practicable after the date hereofAgreement Date (and, in any event, subject to Parent’s obligations in the immediately following sentence, within fifteen (15) Business Days thereafter), the Company shall take all action necessary under Delaware Law prepare and file with the Company Charter Documents SEC a proxy statement (collectively, as amended or supplemented, the “Proxy Statement”) that will be provided to call and hold a the Company’s stockholders in connection with solicitation of proxies for use at the meeting of the Company’s stockholders called to vote upon the Merger and the adoption of this Agreement (the “Company Stockholders Meeting”). Parent and Merger Sub, as the case may be, shall furnish all information concerning Parent and Merger Sub (and their respective Affiliates, if applicable) as the Company may reasonably request in connection with the preparation and filing with the SEC of the Proxy Statement. Subject to applicable Legal Requirements, the Company (shall use reasonable best efforts to cause the "COMPANY STOCKHOLDER MEETING") Proxy Statement to be held disseminated to the Company’s stockholders as promptly as reasonably practicable for following the purpose of voting upon filing thereof with the adoption SEC and approval of this Agreement and confirmation from the approval SEC that it will not comment on, or that it has no additional comments on, the Proxy Statement. Each of the MergerCompany, Parent and Merger Sub shall promptly correct any information provided by it or any of its respective Representatives for use in the Proxy Statement if and to the extent that such information contains any untrue statement of material fact or omits to state a material fact required to be stated therein, or to the extent necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall take all steps necessary to cause the Proxy Statement, as so corrected, to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Legal Requirements. The Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on the Proxy Statement prior to the filing thereof with the SEC, and the Company shall use all commercially give reasonable efforts and good faith consideration to hold any comments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall provide in writing to Parent, Merger Sub and their counsel any comments or other communications, whether written or oral, the Company Stockholder Meeting or its counsel may receive from the SEC or its staff with respect to the Proxy Statement promptly after such receipt, and the Company shall provide Parent, Merger Sub and their counsel a reasonable opportunity to review and comment on any response to any such comments of the SEC or its staff, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Merger Sub and their counsel (it being understood that Parent, Merger Sub and their counsel shall provide any comments thereon as soon as reasonably practicable). The Company shall respond as promptly as practicable after to any comments of the date upon which the Registration Statement is declared or ordered effective by the SEC. Notwithstanding anything to the contrary set forth in this Agreement, the Company may adjourn or postpone the Company Stockholder Meeting to the extent necessary to ensure that any necessary supplement or amendment SEC with respect to the Proxy Statement/Prospectus is provided to the Company's stockholders in advance of a vote on this Agreement and the Merger at the Company Stockholder Meeting or if, as of the time for which the Company Stockholder Meeting (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) at the Company Stockholder Meeting to constitute a quorum necessary to conduct business at the Company Stockholder Meeting. Subject to SECTION 6.3(c) hereof, the Company shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the Requisite Company Stockholder Vote at the Company Stockholder Meeting. The Company shall ensure that the Company Stockholder Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholder Meeting, are solicited in compliance with Delaware Law, the Company Charter Documents, the rules of the Nasdaq and all other applicable Legal Requirements. Unless this Agreement shall be earlier terminated pursuant to ARTICLE VIII hereof, the Company shall call and hold the Company Stockholder Meeting for the purpose of voting upon the adoption and approval of this Agreement and the approval of the Merger whether or not the Company Board at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to establish a record date for, call, give notice of, convene and hold the Company Stockholder Meeting pursuant to this SECTION 6.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.