Common use of Meeting of Shareholders Clause in Contracts

Meeting of Shareholders. (a) Promptly following execution of this Agreement, the Company will take all action necessary in accordance with applicable law, the Company Charter and the Company Bylaws to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the Transactions. Subject to Section 6.1, the Company will use its reasonable best efforts to solicit from its shareholders 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 shareholders as required by the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) or the WBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the meeting of its shareholders to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company's shareholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the meeting of the Company's shareholders 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 meeting of the Company's shareholders. The Company shall ensure that the meeting of the Company's shareholders is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's shareholders are solicited, in compliance with the WBCA, the Company Charter and the Company Bylaws, the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the meeting of its shareholders in accordance with this Section 6.3(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.

Meeting of Shareholders. (a) Promptly following execution of this Agreementafter the date hereof, the Company will take all action necessary in accordance with applicable law, the Company Charter DGCL and the Company its Certificate of Incorporation and Bylaws to convene a meeting of its shareholders the Company Shareholders’ Meeting to be held as promptly as practicable practicable, and in any event (to consider and vote the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the approval of the Merger and adoption of this Agreement and the TransactionsAgreement. Subject to Section 6.15.2(c), the Company will use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its shareholders as required by the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common American Stock may then be listed) Exchange LLC or the WBCA DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the meeting of its shareholders Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to the Company's ’s shareholders in advance of a vote on the approval of the Merger and adoption of this Agreement or, if as of the time for which the meeting of the Company's shareholders Company Shareholders’ 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 the meeting of the Company's shareholdersCompany Shareholders’ Meeting. The Company shall ensure that the meeting of the Company's shareholders Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's shareholders Company Shareholders’ Meeting are solicited, in compliance with the WBCADGCL, the Company Charter its Certificate of Incorporation and the Company Bylaws, the applicable rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common American Stock may then be listed) Exchange LLC and all other applicable legal requirementsLegal Requirements. The Subject to Section 7.1(f), the Company's ’s obligation to call, give notice of, convene and hold the meeting of its shareholders Company Shareholders’ Meeting in accordance with this Section 6.3(a5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger.

Meeting of Shareholders. (a) Promptly following execution of this Agreementafter the date hereof, the Company will take all action necessary in accordance with applicable law, the Company Charter CGCL and the Company its Articles of Incorporation and Bylaws to convene a meeting of its shareholders the Company Shareholders’ Meeting to be held as promptly as practicable practicable, and in any event (to consider and vote the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the approval of this Agreement and the Transactionsprincipal terms of the Merger. Subject to Section 6.15.2(c), the Company will use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval principal terms of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders as required by the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Nasdaq Stock may then be listed) Market, Inc. or the WBCA CGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the meeting of its shareholders Company Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to the Company's ’s shareholders in advance of a vote on the approval of the principal terms of the Merger and this Agreement or, if as of the time for which the meeting of the Company's shareholders Company Shareholders’ 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 the meeting of the Company's shareholdersCompany Shareholders’ Meeting. The Company shall ensure that the meeting of the Company's shareholders Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's shareholders Company Shareholders’ Meeting are solicited, in compliance with the WBCACGCL, the Company Charter its Articles of Incorporation and the Company Bylaws, the applicable rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Nasdaq Stock may then be listed) Market, Inc. and all other applicable legal requirementsLegal Requirements. The Subject to Section 7.1(f), the Company's ’s obligation to call, give notice of, convene and hold the meeting of its shareholders Company Shareholders’ Meeting in accordance with this Section 6.3(a5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger.

Meeting of Shareholders. (a) Promptly following execution of this Agreement, The Company shall promptly after the Company will date ------------------------ hereof take all action necessary in accordance with applicable law, the Company Charter California Law and the Company its Articles of Incorporation and Bylaws to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the approval of this Agreement and the Transactions. Subject to Section 6.1, the Company will use its reasonable best efforts to solicit from its shareholders 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 shareholders as required by the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) or the WBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the meeting of its shareholders to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company's shareholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the meeting of the Company's shareholders 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 meeting of the Company's shareholders. The Company shall ensure that the meeting of the Company's shareholders is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's shareholders are solicited, in compliance with the WBCA, the Company Charter and the Company Bylaws, the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the meeting Company Shareholders Meeting, as promptly as is reasonably practicable, and in any event within forty-five (45) days after the SEC has cleared the Proxy Statement and declared the effectiveness of its shareholders the Registration Statement. Parent shall promptly after the date hereof take all action necessary in accordance with this Section 6.3(aMassachusetts Business Corporation Law ("Massachusetts Law") and its Certificate of Incorporation and Bylaws to call, give notice of, convene and hold the Parents Shareholders Meeting, as promptly as is reasonably practicable, and in any event within forty-five (45) days after the SEC has cleared the Proxy Statement and declared the effectiveness of the Registration Statement. The Company and Parent shall consult with each other regarding the date of the Company Shareholders Meeting and Parent Shareholders Meeting and shall not be limited postpone or adjourn (other than for the absence of a quorum) the Company Shareholders Meeting or Parent Shareholders Meeting without the consent of the other party, unless this Agreement is first terminated pursuant to Article VII hereof. Subject to Sections 4.3 and 5.1, the Company and Parent shall use commercially reasonable efforts to solicit from their respective shareholders proxies in favor of the Merger and shall take all other commercially reasonable actions that are necessary or otherwise affected advisable to secure the vote or consent of such shareholders to effect the Merger, as required by the commencementrules of Nasdaq, disclosureAMEX, announcement California Law, Massachusetts Law, Delaware Law or submission to the Company of any Acquisition Proposalother applicable laws, rules or regulations.

Meeting of Shareholders. (a) Promptly following execution of this Agreementafter the date hereof, the Company will take all action necessary in accordance with applicable law, the Company Charter CGCL and the Company its Articles of Incorporation and Bylaws to convene a meeting of its shareholders the Company Shareholders' Meeting to be held as promptly as practicable practicable, and in any event (to consider and vote the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon the approval of this Agreement and the Transactionsprincipal terms of the Merger. Subject to Section 6.15.2(c), the Company will use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval principal terms of the Merger and will take all other action necessary or advisable to secure the vote or consent of its shareholders as required by the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Nasdaq Stock may then be listed) Market, Inc. or the WBCA CGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the The Company may adjourn or postpone the meeting of its shareholders Company Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement Statement/Prospectus is provided to the Company's shareholders in advance of a vote on the approval of the principal terms of the Merger and this Agreement or, if as of the time for which the meeting of the Company's shareholders Company Shareholders' 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 the meeting of the Company's shareholdersCompany Shareholders' Meeting. The Company shall ensure that the meeting of the Company's shareholders Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the meeting of the Company's shareholders Company Shareholders' Meeting are solicited, in compliance with the WBCACGCL, the Company Charter its Articles of Incorporation and the Company Bylaws, the applicable rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Nasdaq Stock may then be listed) Market, Inc. and all other applicable legal requirementsLegal Requirements. The Subject to Section 7.1(f), the Company's obligation to call, give notice of, convene and hold the meeting of its shareholders Company Shareholders' Meeting in accordance with this Section 6.3(a5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalProposal or Superior Offer (each as defined below), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger.

Meeting of Shareholders. (a) Promptly following execution after the Registration Statement is declared effective under the Securities Act, each of this Agreement, the Company Verigy and LTX-Credence will take all action necessary or advisable in accordance with applicable lawLegal Requirements, the Company Charter its memorandum and the Company Bylaws articles of association or articles of organization and bylaws, to duly call, give notice of, convene and hold a meeting of its shareholders (each, a “Shareholders’ Meeting”) to be held as promptly as practicable after the declaration of effectiveness of the Registration Statement to consider (x) in the case of Verigy, the approval of the Share Issuance, the Charter Amendment, and vote the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof), and (y) in the case of LTX-Credence, approval of this Agreement. Notwithstanding anything to the contrary set forth herein, each of LTX-Credence and Verigy may, in its sole discretion, hold the Shareholders’ Meetings contemplated hereunder as part of their respective annual meetings of shareholders, but both parties shall only submit to their respective shareholders at the Shareholders’ Meetings the proposals contemplated by this Agreement and any other proposals mutually agreed upon by Verigy and LTX-Credence. Each of Verigy and LTX-Credence will use commercially reasonable efforts to hold their respective Shareholders’ Meetings on the same date and at the same time. Subject to Section 5.3(d), each of Verigy and LTX-Credence will use commercially reasonable efforts to (i) solicit from their respective shareholders votes and/or proxies in favor of, in the case of Verigy, the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) and, in the case of LTX-Credence, the approval of this Agreement and the Transactions. Subject to Section 6.1, the Company will use its reasonable best efforts to solicit from its shareholders 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 (ii) secure the vote or consent of its shareholders as required by the rules of NASDAQ (Nasdaq or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) or the WBCA applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Verigy or LTX-Credence, as the Company case may be, may adjourn or postpone the meeting of its shareholders Shareholders’ Meeting to the extent necessary (A) to ensure that provide any necessary supplement or amendment to the Proxy Statement is provided Statement/Prospectus to the Company's its respective shareholders in advance of a the vote on the Merger approval of (in the case of Verigy) the Share Issuance, the Charter Amendment, and the Holdco Reorganization (unless the Holdco Reorganization is withdrawn or abandoned in accordance with Section 5.19 hereof) or the approval of this Agreement or(in the case of LTX-Credence), (B) if as of the time for which the meeting of the Company's shareholders Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute a quorum necessary to conduct the business of such Shareholders’ Meeting or (C) if the meeting other party has adjourned or postponed its Shareholders’ Meeting for any of the Company's shareholdersforegoing reasons. The Company Each of Verigy and LTX-Credence shall ensure that the meeting of the Company's shareholders its respective Shareholders’ Meeting is duly called, noticed, convened, held and conducted, and that all proxies solicited by the Company it in connection with the meeting of the Company's shareholders its Shareholders’ Meeting are solicited, in compliance with the WBCAall applicable Legal Requirements, the Company Charter its memorandum and the Company Bylawsarticles of association or articles of organization and bylaws, the rules of NASDAQ (or such other national exchange or securities quotation system on which the Company Common Stock may then be listed) Nasdaq and all other applicable legal requirementsLegal Requirements. The Company's obligation of Verigy or LTX-Credence, as the case may be, to call, give notice of, convene and hold the meeting of its shareholders Shareholders’ Meeting in accordance with this Section 6.3(a5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company it of any Acquisition ProposalProposal with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Holdco LTX-Credence Merger or the LTD LTX-Credence Merger, as applicable, this Agreement, the Charter Amendment, the Share Issuance or the Holdco Reorganization.