Common use of Meeting of Shareholders Clause in Contracts

Meeting of Shareholders. (a) If the Person delivering a Control Share Acquisition Statement so demands in writing contemporaneously with the delivery of such Control Share Acquisition Statement, consideration of the voting rights to be authorized for the Shares acquired or proposed to be acquired in the Control Share Acquisition shall be presented at the next meeting of the Trust’s Shareholders notice of which has not been given prior to the receipt by the Trust of the Control Share Acquisition Statement, whether such meeting is an annual meeting, special meeting in lieu of an annual meeting or special meeting (and provided that the Board of Trustees shall have no obligation to call such a meeting for the sole purpose of considering the voting rights in connection with a Control Share Acquisition). A demand delivered pursuant to the preceding sentence shall not be considered a notice of Shareholder proposal for purposes of Article 13, Section 13.1 of these Bylaws and shall not be subject to the associated informational requirements or deadlines. Such demand shall not be effective unless accompanied by an undertaking by the Person making such demand to pay, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating to the consideration of the voting rights of such Person at a Shareholder meeting, but not including the expenses of the Trust incurred in opposing a vote to authorize voting rights for the Shares acquired or proposed to be acquired in the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of Section 16.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition with respect to the next range of voting power and, therefore, shall be treated separately for purposes of applying the provisions of this Article 16.

Meeting of Shareholders. (a) If the Person delivering a Control Share Acquisition Statement so demands in writing contemporaneously with the delivery of such Control Share Acquisition Statement, consideration of the voting rights to be authorized for the Shares acquired or proposed to be acquired in the Control Share Acquisition shall be presented at the next meeting of the Trust’s Shareholders notice of which has not been given prior to the receipt by the Trust of the Control Share Acquisition Statement, whether such meeting is an annual meeting, special meeting in lieu of an annual meeting or special meeting (and provided that the Board of Trustees shall have no obligation to call such a meeting for the sole purpose of considering the voting rights in connection with a Control Share Acquisition). A demand delivered pursuant to the preceding sentence shall not be considered a notice of Shareholder proposal for purposes of Article 1312, Section 13.1 12.1 of these Bylaws and shall not be subject to the associated informational requirements or deadlines. Such demand shall not be effective unless accompanied by an undertaking by the Person making such demand to pay, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating to the consideration of the voting rights of such Person at a Shareholder meeting, but not including the expenses of the Trust incurred in opposing a vote to authorize voting rights for the Shares acquired or proposed to be acquired in the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of Section 16.1(c)(115.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition with respect to the next range of voting power and, therefore, shall be treated separately for purposes of applying the provisions of this Article 1615.

Meeting of Shareholders. (a) If the Person delivering a Control Share Acquisition Statement so demands in writing contemporaneously with the delivery of such Control Share Acquisition Statement, consideration of the voting rights to be authorized for the Shares acquired or proposed to be acquired in the Control Share Acquisition shall be presented at the next meeting of the Trust’s Trusts Shareholders notice of which has not been given prior to the receipt by the Trust of the Control Share Acquisition Statement, whether such meeting is an annual meeting, special meeting in lieu of an annual meeting or special meeting (and provided that the Board of Trustees shall have no obligation to call such a meeting for the sole purpose of considering the voting rights in connection with a Control Share Acquisition). A demand delivered pursuant to the preceding sentence shall not be considered a notice of Shareholder proposal for purposes of Article 13, Section 13.1 of these Bylaws and shall not be subject to the associated informational requirements or deadlines. Such demand shall not be effective unless accompanied by an undertaking by the Person making such demand to pay, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating to the consideration of the voting rights of such Person at a Shareholder meeting, but not including the expenses of the Trust incurred in opposing a vote to authorize voting rights for the Shares acquired or proposed to be acquired in the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of Section 16.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition with respect to the next range of voting power and, therefore, shall be treated separately for purposes of applying the provisions of this Article 16.

Meeting of Shareholders. (a) If the Person delivering a Control Share Acquisition Statement so demands The Company shall take all action necessary in writing contemporaneously accordance with the delivery of such Control Share Acquisition Statement, consideration of TBCA and the voting rights Company Charter Documents to be authorized for the Shares acquired or proposed to be acquired in the Control Share Acquisition shall be presented at the next convene a meeting of the Trust’s Shareholders notice for the purpose of which has not been given prior voting upon the approval of the Merger, this Agreement and the transactions contemplated hereby (the “Shareholders’ Meeting”), to be held as promptly as practicable after the date hereof. In connection therewith, the Company shall prepare a proxy statement for the Shareholders’ Meeting (together with any amendments or supplements thereto, the “Proxy Statement”) that shall include a statement to the receipt by the Trust of the Control Share Acquisition Statement, whether such meeting is an annual meeting, special meeting in lieu of an annual meeting or special meeting (and provided effect that the Board of Trustees Directors of the Company has recommended that the Shareholders vote in favor of and adopt and approve this Agreement at the Shareholders’ Meeting. The Proxy Statement shall have no obligation to call such specify that approval of this Agreement shall constitute approval by the Shareholders of: (A) the escrow and the deposit of the Escrow Amount and the Expense Reserve; and (B) in favor of the appointment and indemnification of the Shareholder Representatives, under and as defined in this Agreement. The Company shall consult with Parent regarding the date of the Shareholders’ Meeting and shall not postpone or adjourn (other than for absence of a meeting for the sole purpose of considering the voting rights quorum or in connection with a Control Share Acquisition). A demand delivered pursuant to the preceding sentence termination of the Agreement in accordance with its terms) the Shareholders’ Meeting without the consent of Parent (which shall not be considered a notice unreasonably withheld). The Company shall use its commercially reasonable best efforts to obtain the consent or approval by vote of Shareholder proposal for purposes of Article 13its Shareholders sufficient to approve this Agreement and to enable the Closing to occur as promptly as practicable, Section 13.1 of these Bylaws and but the Company shall not be subject required to hire solicitation agents or have its personnel travel outside Austin, Texas and surrounding areas to solicit such approval. The Company shall give the associated informational requirements or deadlines. Such demand shall Shareholders sufficient notice such that no Shareholder will be able to exercise dissenters’ rights if such Shareholder has not be effective unless accompanied by an undertaking by the Person making perfected such demand dissenters’ rights prior to payClosing, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating pursuant to the consideration Articles 5.11 through 5.13 of the voting rights of TBCA. The Company may postpone once such Person at a Shareholder meetingShareholders’ Meeting, but not including for a period exceeding ten (10) calendar days, in the expenses event the Company receives a Superior Proposal within the ten (10) business day period immediately preceding the date of the Trust incurred in opposing a vote to authorize voting rights for Shareholder Meeting; provided that the Shares acquired or proposed to be acquired in Company may not postpone the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of Section 16.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition Meeting more than once with respect to the next range of voting power and, therefore, shall be treated separately for purposes of applying the provisions of this Article 16any specific Superior Proposal.

Meeting of Shareholders. (a) If the Person delivering a Control Share Acquisition Statement so demands in writing contemporaneously with the delivery The Board of such Control Share Acquisition Statement, consideration Directors of the voting rights to be authorized Company shall, as promptly as practicable following the date of this Agreement and in consultation with Parent, (i) duly call, give notice of, convene and hold a meeting of its shareholders for the Shares acquired or proposed purpose of considering, adopting and approving this Agreement and the Merger (the "Shareholders Meeting") and (ii) (A) except to be acquired the extent modified in accordance with this Section 2.3, include in the Control Share Acquisition shall be presented at Proxy Statement (as defined in Section 3.6) the next meeting unanimous recommendation of the Trust’s Shareholders notice Company's Board of which has not been given Directors acting upon the recommendation of the Independent Committee that the shareholders of the Company vote in favor of the adoption of this Agreement and the Merger and (B) use its reasonable best efforts, including, without limitation, if requested by Parent, hiring a proxy solicitation firm reasonably acceptable to Parent, to obtain the affirmative vote of holders of a majority of the outstanding Company Common Stock (the "Requisite Shareholder Approval"). Neither the Board of Directors of the Company nor any director thereof shall withdraw, amend or modify in a manner adverse to Parent or Acquisition Sub its recommendation referred to in clause (ii) (A) of the preceding sentence (or announce publicly his, her or its intention to do so). Notwithstanding the foregoing, prior to the receipt by the Trust of the Control Share Requisite Shareholder Approval, the Board of Directors of the Company shall be permitted to withdraw, amend or modify its recommendation (or publicly announce its intention to do so) of this Agreement and the Merger in a manner adverse to Parent or Acquisition StatementSub if: (1) a Superior Acquisition Proposal (as defined in Section 5.3) shall have been proposed by any Person (as hereinafter defined) other than Parent or Acquisition Sub and such proposal is pending at the time of such action; (2) the Board of Directors shall have concluded in good faith, whether such meeting is an annual meetingafter consultation with its outside legal counsel, special meeting in lieu of an annual meeting or special meeting (and provided that the Board of Trustees shall have no obligation Directors is required to call such a meeting for the sole purpose of considering the voting rights withdraw, amend or modify its recommendation in connection order to comply with a Control Share Acquisition). A demand delivered pursuant its fiduciary duties to the preceding sentence shall not be considered a notice of Shareholder proposal for purposes of Article 13, Section 13.1 of these Bylaws and shall not be subject to the associated informational requirements or deadlines. Such demand shall not be effective unless accompanied by an undertaking by the Person making such demand to pay, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating to the consideration shareholders of the voting rights of such Person at a Shareholder meeting, but not including Company under applicable law and (3) the expenses of the Trust incurred in opposing a vote to authorize voting rights for the Shares acquired or proposed to be acquired in the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section Company shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of in compliance with Section 16.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition with respect to the next range of voting power and, therefore, shall be treated separately for purposes of applying the provisions of this Article 165.3 hereof.

Meeting of Shareholders. Company shall as promptly as practicable after the date hereof take (a) If the Person delivering a Control Share Acquisition Statement so demands and in writing contemporaneously with the delivery of such Control Share Acquisition Statement, consideration any event within 90 days of the voting rights to be authorized for date hereof, or 105 days of the Shares acquired or proposed to be acquired date hereof in the Control Share Acquisition shall be presented at the next meeting of the Trust’s Shareholders notice of which has not been given prior to the receipt by the Trust of the Control Share Acquisition Statement, whether such meeting is an annual meeting, special meeting in lieu of an annual meeting or special meeting (and provided that the Board of Trustees shall have no obligation to call such a meeting for the sole purpose of considering the voting rights in connection with a Control Share Acquisition). A demand delivered pursuant to the preceding sentence shall not be considered a notice of Shareholder proposal for purposes of Article 13, Section 13.1 of these Bylaws and shall not be subject to the associated informational requirements or deadlines. Such demand shall not be effective unless accompanied by an undertaking by the Person making such demand to pay, if requested by the Trust, the reasonable expenses incurred by the Trust arising from or relating to the consideration of the voting rights of such Person at a Shareholder meeting, but not including the expenses of the Trust incurred in opposing a vote to authorize voting rights for the Shares acquired or proposed to be acquired in the Control Share Acquisition. The Trust shall have no obligation to, but may, include the consideration of voting rights for the Shares acquired or proposed to be acquired in a Control Share Acquisition in its own proxy statement for any Shareholder meeting. The Trustees may require the acquiring Person to give bond, with sufficient surety, or may require such Person to deposit cash in escrow to reasonably assure the Trust that this undertaking will be satisfied. For the avoidance of doubt, a demand delivered pursuant to this Section shall be limited to the consideration of the voting rights to be authorized for only those Shares acquired within the range of voting power to which the Control Share Acquisition is subject pursuant to the provisions of Section 16.1(c)(1) above, and any Shares acquired in excess of such range shall constitute a separate Control Share Acquisition event Company receives SEC comments with respect to the next range Proxy Statement) all action necessary in accordance with Washington Law and the Company Articles of voting power and, therefore, Incorporation and Company Bylaws to convene the Company Shareholder Meeting and shall be treated separately for purposes use its commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of applying the provisions adoption of this Article 16Agreement and the Merger and shall take all other commercially reasonable actions necessary or advisable to secure the vote or consent of the Company Shareholders required to effect the Merger. Subject to Section 5.2(b), to the fullest extent permitted by applicable law (including that pertaining to Company’s Board of Directors’ fiduciary duties), (i) Company’s Board of Directors shall recommend adoption and approval of this Agreement and the Merger by the Company Shareholders and include such recommendation in the Proxy Statement, and (ii) neither Company’s Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Parent, the recommendation of Company’s Board of Directors that the Company Shareholders vote in favor of the adoption and approval of this Agreement and the Merger. Unless such recommendation shall have been modified or withdrawn in accordance with Section 5.2(b), Company shall take all action that is both reasonable and lawful to solicit from its shareholders proxies in favor of the proposal to adopt and approve this Agreement and the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Shareholders that are required by Washington Law. Notwithstanding anything to the contrary contained in this Agreement, Company, after consultation with Parent, may adjourn or postpone the Company Shareholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholder 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 the Company Shareholder Meeting. Parent shall vote, or cause to be voted, all of the shares of Company Common Stock then owned by it or any of its subsidiaries and affiliates in favor of the approval of the Merger and the adoption of this Agreement. Notwithstanding anything to the contrary in this Section 5.4 or elsewhere in this Agreement, if Company or any of its officers, directors, employees or other representatives, as agents, agrees to or endorses any Acquisition Proposal or withdraws its recommendation of the Merger and adoption of this Agreement as permitted under Section 5.2, Company shall not be required to convene the Company Shareholder Meeting nor to solicit from the Company Shareholders proxies in favor of this Agreement and the Merger.