Common use of Meeting of Stockholders of the Company Clause in Contracts

Meeting of Stockholders of the Company. As soon as practicable, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable law.

Meeting of Stockholders of the Company. As soon as practicableThe Company represents and warrants that its Board of Directors has, by resolution duly adopted by a vote at a meeting of such Board duly held on March 16, 2000, unanimously approved and adopted this Agreement and the transactions contemplated hereby, recommended that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated hereby, and determined that the Merger is in the best interest of holders of the Shares. Following the execution of this Agreement by both Parties, the Company shall promptly take all action necessary, necessary in accordance with Delaware SEC rules and 31 regulations, Merger Law and its Certificate the Company’s Articles of Incorporation and Bylaws, Bylaws to convene a the Company Stockholders’ Meeting. Unless consented to by AFC, the record date for such meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater earlier than that provided for the fifth business day following the execution of this Agreement by Delaware Law, the Company's Certificate of Incorporation or its Bylawsboth Parties. The Company shall use its best efforts effort to solicit from stockholders of the Company proxies in favor of the approval of this Agreement Merger and to take all other action necessary or, in the reasonable judgment opinion of BarCoAFC, helpful advisable to secure a any vote or consent of stockholders in favor of required by Merger Law to effect the Merger and to approve this Agreement; provided, however, that nothing in this Section 4.2 shall require the Board of Directors to act or refrain from acting in any manner which the Board of Directors in good faith determines could violate its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this AgreementMerger. The Company will notify BarCo both orally hereby agrees to file with the SEC, as promptly as practicable after the date hereof, the Proxy Statement, which shall be in form and in writing at least 24 hours prior content acceptable to the mailing of AFC. The Company shall file the Proxy Statement in preliminary form with the SEC as promptly as is practicable and shall use its best efforts to the stockholders of the Company of its intent address all SEC comments and to mail the Proxy Statement. Anything Statement in definitive form to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, stockholders as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, soon thereafter as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable lawis practicable. The Company also agrees that any Proxy Statement filed by it, to obtain all necessary permits and approvals which are required under Blue Sky Laws in order for the Company and BarCo agree that any Schedule 13E-3 filed to carry out the transactions contemplated by them, shall comply as to form in all material respects with the provisions of applicable lawthis Agreement.

Meeting of Stockholders of the Company. As soon as practicable, the Company shall take all action necessary, in accordance with Delaware Law and its Certificate of Incorporation and Bylaws, to convene a meeting of its stockholders (the "Special Meeting") as promptly as practicable to consider and vote on the Merger and to vote on this Agreement. The stockholder vote or consent required for approval of the Merger and this Agreement shall be no greater than that provided for by Delaware Law, the Company's Certificate of Incorporation or its Bylaws. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the approval of this Agreement and to take all other action necessary or, in the reasonable judgment of BarCo, helpful to secure a vote of stockholders in favor of the Merger and to approve this Agreement; provided, however, that nothing in this Section section 4.2 shall require the Board of Directors to act act, or refrain from acting acting, in any manner which which, in the opinion of the Board of Directors in good faith determines after consultation with its counsel and/or investment advisors, could violate subject the Board of Directors to claims that it failed to properly discharge its fiduciary duties under applicable law, subject, however, to the provisions of Sections 4.3 and 6.1(c)(ii) hereof. At the Special Meeting, BarCo and each subsidiary of BarCo shall vote, or cause to be voted, all of the Shares then owned by BarCo or such affiliate in favor of the Merger and this Agreement. The Company will notify BarCo both orally and in writing at least 24 hours prior to the mailing of the Proxy Statement to the stockholders of the Company of its intent to mail the Proxy Statement. Anything to the contrary contained herein notwithstanding, the Company shall not include in the Proxy Statement any information with respect to BarCo or its affiliates or associates, the form and content of which information shall not have been approved by BarCo prior to such inclusion, subject to requirements of applicable law (but in any event only after the Company has consulted with BarCo in advance). If required by applicable law, BarCo and the Company shall file with the Commission and make available to the Company's stockholders, as required by applicable law, a joint Schedule 13E-3 (the "Schedule 13E-3") with respect to the Special Meeting and the Merger. Each of BarCo, Sub and the Company represent that information supplied or to be supplied for inclusion by BarCo, Sub or the Company, as the case may be, in any Proxy Statement and the Schedule 13E-3 will not, at the time of the filing thereof with the Commission and at the time of the mailing thereof to stockholders and at the date of the Special Meeting, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading and BarCo, Sub and the Company agree promptly to correct any such information provided by them for use in a Proxy Statement and/or a Schedule 13E-3 which shall have become false or misleading in any material respect and take all steps necessary to cause such documents as so corrected to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by applicable law. The Company agrees that any Proxy Statement filed by it, and the Company and BarCo agree that any Schedule 13E-3 filed by them, shall comply as to form in all material respects with the provisions of applicable law.