Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.

Meeting of Stockholders. The Company (and, if a Parent Stockholders ----------------------- Meeting is required to be held hereunder, Parent) shall promptly after the date hereof take all ----------------------- actions action necessary in accordance with the DGCL Delaware Law and its Certificate certificate of Incorporation incorporation and bylaws bylaws, each as amended, to duly call give notice ofconvene the Company Stockholders Meeting (or Parent Stockholders Meeting, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval case may be) within forty-five (45) days of the transactions contemplated by this Agreement shall be the vote required Registration Statement being declared effective by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company willSEC (or, through the Company Boardas applicable, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject relating to the provisions of Section 4.4(bParent Stockholders Meeting is cleared by the SEC), . Company and Parent shall include consult with each other regarding the recommendation date of the Company Board that Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from stockholders of the Company vote proxies in favor of the approval Merger and adoption shall take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger, provided that such -------- solicitation efforts need not be made (although all efforts required to hold the Company Stockholders Meeting will continue to be required), if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the event that Parent is required to seek the Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to Section 7.1(f), Parent shall use commercially reasonable efforts to solicit from stockholders of Parent proxies in favor of the increase in authorized capital stock described in Section 6.1(a), provided that such solicitation efforts need -------- not be made, and the Parent Stockholders Meeting need not be held, if there is a notice of termination of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedhereto.

Meeting of Stockholders. The If a stockholder vote is required for ----------------------- consummation of the Xxxxxx Merger, the Company shall take all ----------------------- actions action necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws Bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") as promptly as practicable after consummation of the Offer to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The Company shall also as promptly as practicable after consummation of the Offer, if necessary, prepare and file with the SEC the Proxy Statement. At the Stockholders' Meeting, Holdco, Acquisition I and their subsidiaries will vote all Shares and all Preferred Shares owned by them or as to which they have been granted a proxy in favor of approval and adoption of this Agreement. The stockholder vote votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylawsBylaws. The Company will, through the Company Boardits Board of Directors, recommend to its stockholders approval of such matters as described in Section 1.2(a); provided, however, that -------- ------- subject to the provisions of Section 4.4(b). The 7.3, the Company shall promptly prepare Board may withdraw, modify or amend its recommendation if (i) the Company receives a Superior Proposal and file (ii) after complying with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of 5.3(b) the Company Board by a majority vote determines in its good faith judgment after consultation with and based upon the advice of legal counsel that stockholders of it is required in order to comply with its fiduciary duties to recommend the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of viewSuperior Proposal. The Company shall will use all reasonable efforts (i) to have obtain and furnish the information required to be included by it in the Proxy Statement cleared and, after consultation with Parent and Holder, respond promptly to any comments made by the SEC as promptly as practicable after such filing, with respect to the Proxy Statement and promptly thereafter mail any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the expiration or termination of the Offer and (ii) to obtain the necessary approvals by its stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedAgreement.

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided PROVIDED that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.

Meeting of Stockholders. The Company shall take all actions ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated herebyhereby (the "Meeting"). The Company's obligation to call, give notice of, convene and hold the Meeting in accordance with this Section 4.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any proposal for a Third Party Acquisition (as defined in Section 4.3), or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to the Merger. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b4.3(b). The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and a copy of the written opinion of the Company Financial Advisor that Advisor, dated as of the cash consideration to be received by date of the stockholders meeting of the Company pursuant Board at which this Agreement was approved and in the form delivered to the Merger Company Board, that the Exchange Ratio is fair to such stockholders from a financial point of viewview to the holders of the Shares. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable after such filing. Whenever any event occurs which is required to be set forth in an amendment or supplement to the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the S-4 and/or the Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting is originally scheduled (as set forth in the S-4 and the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested. The Company agrees to use all reasonable efforts to obtain the approval and adoption by its stockholders of this Agreement and the Merger (including retaining a recognized proxy solicitation firm), subject to the provisions of Section 4.3(b).

Meeting of Stockholders. The Company shall take all action ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws Bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") as promptly as practicable (provided that Acquisition shall have purchased Shares pursuant to the Offer) to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. At the Stockholders' Meeting, Parent, Acquisition and their subsidiaries will vote all Shares and all Preferred Shares owned by them in favor of approval and adoption of this Agreement. The stockholder vote votes required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylawsBylaws. The Company will, through the Company Boardits Board of Directors, recommend to its stockholders approval of such matters as described in Section 1.2(a); provided, however, that subject to the provisions of Section 4.4(b). The 7.3, the Company shall promptly prepare Board may withdraw, modify or amend its recommendation if (i) the Company receives a Superior Proposal and file (ii) after complying with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of 5.3(b) the Company Board by a majority vote determines in its good faith judgment after consultation with and based upon the advice of legal counsel that stockholders of it is required in order to comply with its fiduciary duties to recommend the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of viewSuperior Proposal. The Company shall will use all reasonable efforts (i) to have obtain and furnish the information required to be included by it in the Proxy Statement cleared and, after consultation with Parent and Acquisition, respond promptly to any comments made by the SEC as promptly as practicable after such filing, with respect to the Proxy Statement and promptly thereafter mail any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time following the expiration or termination of the Offer and (ii) to obtain the necessary approvals by its stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedAgreement.

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated herebyhereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b4.3(b). The Company and the Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Company Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to this S-4 and/or the Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting is originally scheduled (as set forth in the S-4 and the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested. Section 4.6.

Meeting of Stockholders. The Company shall take all actions ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested."

Meeting of Stockholders. The Company shall take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated herebyhereby (the "Meeting"). The Company's obligation to call, give notice of, convene and hold the Meeting in accordance with this Section 4.5 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any proposal for a Third Party Acquisition (as defined in Section 4.3), or by any withdrawal, amendment or modification of the recommendation of the Company Board with respect to the Merger. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b4.3(b). The Company and Parent shall promptly prepare and file with the SEC the Proxy Statement and the S-4 for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b4.3(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and a copy of the written opinion of the Company Financial Advisor that Advisor, dated as of the cash consideration to be received by date of the stockholders meeting of the Company pursuant Board at which this Agreement was approved and in the form delivered to the Merger Company Board, that the Exchange Ratio is fair to such stockholders from a financial point of viewview to the holders of the Shares. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to have the S-4 declared effective by the SEC as promptly as practicable after such filing. Whenever any event occurs which is required to be set forth in an amendment or supplement to the S-4 and/or the Proxy Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the S-4 and/or the Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting is originally scheduled (as set forth in the S-4 and the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested. The Company agrees to use all reasonable efforts to obtain the approval and adoption by its stockholders of this Agreement and the Merger (including retaining a recognized proxy solicitation firm), subject to the provisions of Section 4.3(b).

Meeting of Stockholders. The Company shall (a) In the event that Parent acquires less than 90% of the outstanding Shares, the Company, following the acceptance for payment of Shares by Acquisition pursuant to the Offer, will take all ----------------------- actions necessary in accordance with the DGCL and its Certificate of Incorporation and bylaws to duly call call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated herebyhereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company willCompany, through the Company Board, will recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b5.2(b). The Company shall Company, as promptly as reasonably practicable after payment for the tendered Shares by Acquisition pursuant to the Offer, will prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration referred to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of viewin Section 1.2. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent shall use all reasonable efforts of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to obtain all stockholders of the Company, such amendment or supplement. The Company may adjourn or postpone (i) the Meeting to the extent necessary state securities law to ensure that any necessary supplement or "blue sky" permits and approvals required amendment to the Proxy Statement is provided to the Company's stockholders in connection with advance of a vote on the Merger and to consummate the other transactions contemplated by this Agreement or (ii) the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall take all necessary and will pay all expenses incident thereto, provided that appropriate action to cause the Company shall cooperate Merger to become effective as soon as practicable after the expiration of the Offer without a Meeting in accordance with Parent in obtaining such permits and approvals as reasonably requestedSection 253 of the DGCL.

Meeting of Stockholders. (a) The Company shall take all ----------------------- actions necessary Company, acting through its Board of Directors, shall, in accordance with the DGCL and its Certificate certificate of Incorporation incorporation and bylaws to promptly and duly call call, give notice of, convene and hold on the same date and at the same time as the Acquiror's Stockholders' Meeting (as defined herein), a special meeting of its the Company's stockholders as promptly as practicable to consider approval and vote upon adoption of this Agreement and the Merger (the "Company ------- Stockholders' Meeting"), and the Company shall consult with the Acquiror in --------------------- connection therewith. Except as may be otherwise required for the Board of Directors of the Company to comply with its fiduciary duties to stockholders imposed by Law as set forth in Section 6.3 hereof, the Board ----------- of Directors of the Company shall recommend approval and adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required hereby by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote and include in the Registration Statement and Proxy Statement a copy of such recommendations. Except as the Board of Directors of the Company, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by law as set forth in Section 6.3, the Company shall use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate secure the other transactions contemplated vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedMerger.

Meeting of Stockholders. The Company (and, if a Parent Stockholders Meeting is required to be held hereunder, Parent) shall promptly after the date hereof take all ----------------------- actions action necessary in accordance with the DGCL Delaware Law and its Certificate certificate of Incorporation incorporation and bylaws bylaws, each as amended, to duly call give notice ofconvene the Company Stockholders Meeting (or Parent Stockholders Meeting, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval case may be) within forty-five (45) days of the transactions contemplated by this Agreement shall be the vote required Registration Statement being declared effective by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company willSEC (or, through the Company Boardas applicable, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject relating to the provisions of Section 4.4(bParent Stockholders Meeting is cleared by the SEC), . Company and Parent shall include consult with each other regarding the recommendation date of the Company Board that Stockholders Meeting and any Parent Stockholders Meeting. Company shall use its commercially reasonable efforts to solicit from stockholders of the Company vote proxies in favor of the approval Merger and adoption shall take all other action necessary or advisable to secure the vote or consent of this Agreement and stockholders required to effect the written opinion of Merger, provided that such solicitation efforts need not be made (although all efforts required to hold the Financial Advisor that the cash consideration Company Stockholders Meeting will continue to be received by required), if a Superior Proposal has been made and Company and Company's Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 4.4. In the stockholders of event that Parent is required to seek the Company Parent Stockholders Approval at the Parent Stockholders Meeting pursuant to the Merger is fair to such stockholders from a financial point of view. The Company Section 7.1(f), Parent shall use all commercially reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the solicit from stockholders of Parent proxies in favor of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required increase in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident theretoauthorized capital stock described in Section 6.1(a), provided that such solicitation efforts need not be made, and the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requested.Parent

Meeting of Stockholders. The (a) So long as the Board of Directors of the Company shall take all ----------------------- actions necessary not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.6(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with the DGCL and its Certificate certificate of Incorporation incorporation and bylaws by-laws, take all actions reasonably necessary to establish a record date for, duly call call, give notice of, convene and hold a stockholders meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby. The stockholder vote required for the adoption and approval purpose of obtaining the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 4.4(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 4.4(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the requisite approval and adoption of this Agreement and the written opinion transactions contemplated hereby by the Stockholders as required by the DGCL and otherwise. The Company shall cause such stockholder meeting to be held in accordance with the DGCL on or prior to May 31, 2005. The Company shall notify each Stockholder, whether or not entitled to vote, of the Financial Advisor proposed Company stockholders' meeting in accordance with the DGCL and the certificate of incorporation and by-laws. Such meeting notice shall state that the cash consideration purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be received accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company Board of Directors otherwise takes all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company pursuant to the Merger is fair to such stockholders from a financial point of view. The Company shall use all reasonable efforts to have the Proxy Statement cleared extent permitted by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Parent shall use all reasonable efforts to obtain all necessary state securities law or "blue sky" permits and approvals required in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto, provided that the Company shall cooperate with Parent in obtaining such permits and approvals as reasonably requestedDGCL.