Common use of Meeting of Company Stockholders Clause in Contracts

Meeting of Company Stockholders. Subject to Section 5.3(d), the Company will take all action necessary in accordance with Delaware Law, its Certificate of Incorporation and its Bylaws to establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, to consider adoption of this Agreement (the “Stockholders’ Meeting”) as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Law) within sixty (60) days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will use all reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of the Nasdaq Stock Market and all other applicable Law.

Meeting of Company Stockholders. Subject to Section 5.3(d), the The Company will take all action necessary in accordance with Delaware Law, its Certificate of Incorporation Law and its Bylaws certificate of incorporation and bylaws to establish a record date, duly call, give notice of, hold and convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Lawlaw) within sixty (60) 45 days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will use all its 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 will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq The New York Stock Market Exchange or Delaware Law or any other applicable Law Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of the Nasdaq The New York Stock Market Exchange and all other applicable LawLegal Requirements.

Meeting of Company Stockholders. Subject to Section 5.3(d)(a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, Law and its Certificate of Incorporation and its Bylaws to establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders, promptly following the mailing stockholders of the definitive Proxy Statement to such stockholders, to consider adoption of this Agreement Company (the “"Company Stockholders’ ' Meeting”") to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable LawDelaware Law and the Certificate of Incorporation and Bylaws of the Company) within sixty forty five (6045) days after calendar days, following the mailing declaration of effectiveness of the Proxy Statement to Registration Statement, for the Company’s stockholderspurpose of voting upon this Agreement and the Merger. Subject to the terms of Section 5.3(d)5.2(c) hereof, the Company will shall use all commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and will the approval of the Merger, and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the The Nasdaq Stock Market Market, Inc. or Delaware Law or any other applicable Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the Company Stockholders’ ' Meeting (i) if and to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to its the Company's stockholders in advance of a vote on the Merger and this Agreement orand the Merger, if or (ii) if, as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware Law, its certificate and the Certificate of incorporation Incorporation and bylawsBylaws of the Company, the rules of the The Nasdaq Stock Market Market, Inc. and all other applicable Lawlegal requirements. Notwithstanding anything to the contrary contained in this Agreement, the Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal (as defined below), or by any withholding, withdrawal, amendment, modification or change of the recommendation of the Board of Directors of the Company with respect to this Agreement and/or the Merger.

Meeting of Company Stockholders. Subject to Section 5.3(d)(a) Promptly after the date hereof, the Company will take all action necessary in accordance with Delaware Law, Georgia Law and its Certificate Articles of Incorporation and its Bylaws to establish a record date, duly call, give notice of, convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”"COMPANY STOCKHOLDERS' MEETING") to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Lawlaw) within sixty (60) 45 days after the mailing declaration of effectiveness of the Registration Statement. The Company shall set the record date for the Company Stockholders' Meeting on the date which is eight business days after the date the Prospectus/Proxy Statement is mailed to the Company’s 's stockholders. Subject to Section 5.3(d), the The Company will use all its 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 will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Georgia Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ Meeting ' Meeting, but only to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its Company stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company 58 Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), ) there are insufficient shares of Company Common Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware the Georgia Law, its certificate the Company's Articles of incorporation Incorporation and bylawsBylaws, the rules of the Nasdaq Stock Market and all other applicable Lawlegal requirements. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by (except to the extent set forth in this Section 5.2(a)) the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger, this Agreement or the transactions contemplated hereby.

Meeting of Company Stockholders. Subject to Section 5.3(d)(a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, its Certificate of Incorporation the Florida Business Corporation Act and its Bylaws the Company Charter Documents to establish a record date, duly call, give notice of, convene and hold a an annual or special meeting of its stockholders, promptly following stockholders for the mailing purpose of the definitive Proxy Statement to such stockholders, to consider adoption of considering and taking action on this Agreement (the “"Stockholders’ ' Meeting”) "), to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Lawlaw) within sixty (60) 60 days after the mailing Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the Proxy Statement to 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company’s stockholdersExchange Act, within 65 days after such initial filing). Subject to Section 5.3(d5.4(d), the Company will shall use all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law Florida Business Corporation Act to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ ' Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ ' Meeting. The Company shall ensure that the Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Stockholders’ ' Meeting are solicited solicited, in compliance with Delaware Law, its certificate of incorporation and bylawsthe Florida Business Corporation Act, the rules of the Nasdaq Stock Market Company Charter Documents and all other applicable LawLegal Requirements.

Meeting of Company Stockholders. Subject to Section 5.3(d)Promptly after the Registration Statement is declared effective under the Securities Act, the Company will take all action necessary in accordance with Delaware Law, the DGCL and its Certificate of Incorporation and its Bylaws to establish a record date, duly call, give notice of, hold and convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”"COMPANY STOCKHOLDERS' MEETING") to be held as promptly as reasonably practicable (without limitation, within forty-five (45) days, if practicable, and in any event (to the extent permissible under applicable Law) within sixty (60) days after the mailing declaration of effectiveness of the Proxy Statement to the Company’s stockholdersRegistration Statement. Subject to Section 5.3(d4.2(d), the Company will use all 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 will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ ' Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the Nasdaq rules of the Nasdaq Stock Market and all other applicable LawLegal Requirements.

Meeting of Company Stockholders. Subject to Section 5.3(d)(a) Promptly after the date hereof, the Company will shall take all action necessary in accordance with Delaware Law, its Certificate of Incorporation the Florida Business Corporation Act and its Bylaws the Company Charter Documents to establish a record date, duly call, give notice of, convene and hold a an annual or special meeting of its stockholders, promptly following stockholders for the mailing purpose of the definitive Proxy Statement to such stockholders, to consider adoption of considering and taking action on this Agreement (the “Stockholders’ Meeting”) ), to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Lawlaw) within sixty (60) 60 days after the mailing Proxy Statement is cleared by the SEC (or if no SEC comments are received on or prior to the expiration of the Proxy Statement to 10-day waiting period provided in Rule 14a-6(a) promulgated under the Company’s stockholdersExchange Act, within 65 days after such initial filing). Subject to Section 5.3(d5.4(d), the Company will shall use all reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and will shall take all other action reasonably necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law Florida Business Corporation Act to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its the Company’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Stockholders’ Meeting. The Company shall ensure that the Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Stockholders’ Meeting are solicited solicited, in compliance with Delaware Law, its certificate of incorporation and bylawsthe Florida Business Corporation Act, the rules of the Nasdaq Stock Market Company Charter Documents and all other applicable LawLegal Requirements.

Meeting of Company Stockholders. Subject to Section 5.3(d), the The Company will take all action necessary in accordance with Delaware Law, its Certificate of Incorporation Law and its Bylaws certificate of incorporation and bylaws to establish a record date, duly call, give notice of, hold and convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, to consider adoption and approval of this Agreement and approval of the Merger (the “Stockholders’ Meeting”) to be held as promptly as reasonably practicable, and in any event (to the extent permissible under applicable Lawlaw) within sixty (60) 45 days after the mailing of the Proxy Statement to the Company’s stockholders. Subject to Section 5.3(d), the Company will 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 will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ MeetingMeeting or the Board of Directors of the Company reasonably requires additional time to satisfy its fiduciary duties in compliance with Section 5.3. The Company shall ensure that the any Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its certificate of incorporation and bylaws, the rules of the Nasdaq Stock Market and all other applicable LawLegal Requirements.

Meeting of Company Stockholders. Subject to Section 5.3(d)Promptly after the Registration Statement is declared effective under the Securities Act, the Company will take all action necessary in accordance with Delaware Law, the DGCL and its Certificate of Incorporation and its Bylaws to establish a record date, duly call, give notice of, hold and convene and hold a meeting of its stockholders, promptly following the mailing of the definitive Proxy Statement to such stockholders, stockholders to consider adoption and approval of this Agreement and approval of the Merger (the “"Company Stockholders’ ' Meeting”") to be held as promptly as reasonably practicable (without limitation, within forty-five (45) days, if practicable, and in any event (to the extent permissible under applicable Law) within sixty (60) days after the mailing declaration of effectiveness of the Proxy Statement to the Company’s stockholdersRegistration Statement. Subject to Section 5.3(d4.2(d), the Company will use all 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 will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law or any other applicable Law the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders’ ' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders’ ' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement), ) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ ' Meeting. The Company shall ensure that the Company Stockholders’ ' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it its in connection with the Company Stockholders’ ' Meeting are solicited in compliance with Delaware Lawthe DGCL, its certificate Certificate of incorporation Incorporation and bylawsBylaws, the Nasdaq rules of the Nasdaq Stock Market and all other applicable LawLegal Requirements.