Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, Company shall take all action necessary in accordance with the DGCL Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws, promptly and duly Bylaws to call, give notice of, convene and hold a meeting of Company Stockholder at which such stockholders will consider and vote on a proposal to adopt this Agreement and approve the Merger (the “Company Stockholders Meeting”) as soon promptly as practicable following after the Execution Date, and in any event within twenty (20) business days, after the date upon which the Registration Proxy Statement becomes effective, is first mailed to the Company Stockholders' MeetingStockholders (it being understood and hereby agreed that, and in the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend event that the Agreement and SEC shall elect to provide comments on the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewithStatement, the Company shall not be required to mail the Proxy Statement to the Company Stockholders until the SEC has indicated to the Company, orally or in writing, that it has no further comments on the Proxy Statement). Company shall give Parent no less than ten (10) business days advance notice of the date which shall be set as the “record date” for the Company Stockholders eligible to vote on this Agreement and the Merger. Company shall also consult with Parent regarding the date of the Company Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the consent of Parent unless this Agreement is first terminated by Company pursuant to Article 7 hereof. Subject to Section 4.3, Company shall use commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger approval of the Merger, and shall take all other action required by the rules of Nasdaq, the laws of Delaware or other applicable law to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws Company Stockholders to approve and adopt this Agreement and effect the Merger.

Meeting of Stockholders. The CompanyFollowing execution of this Agreement, acting through its Board of Directors, shall, the Company will take all action necessary in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effectiveapplicable law, the Company Stockholders' Meeting, Charter and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that Bylaws to do so is convene a breach of the fiduciary duties of the Board of Directors meeting of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable Stockholders as promptly as practicable to consider and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewith, the Company shall use reasonable efforts to solicit from stockholders of the Company proxies in favor of vote upon the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The meeting of the Company Stockholders shall be duly called with written notice thereof to be given and a summary of this Agreement and any other relevant disclosure information to be provided in accordance with applicable law for the purpose of voting upon the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to obtain the written consent, in lieu of the Company Stockholders' meeting, of the Company Stockholders to the approval and adoption of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The Company Board shall recommend approval and adoption of this Agreement, the Merger and, if approval is so required by applicable law or the Company Charter or Company Bylaws, the other Transactions by the Company Stockholders. In connection with the Company Stockholders' meeting or, if permitted by applicable law or the Company Charter or Company Bylaws, the solicitation of written 42 consents in lieu thereof, the Company will use its best efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions and will otherwise comply with all legal requirements applicable to the Company Stockholders' meeting or the solicitation of written consents in lieu thereof. The Parent shall have the right to review and approve such disclosure information, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not call such meeting, or solicit such written consent in lieu thereof, prior to obtaining from all Company Stockholders who may receive Parent Company Stock in the Merger and delivering to secure Parent, a written Company Stockholder representation letter in the vote or consent form set forth as EXHIBIT B hereto, which representation letter sets forth such Company Stockholder's status as an "accredited investor" within the meaning of stockholders required by the DGCL and its certificate of incorporation and bylaws to approve and adopt this Agreement and the MergerSecurities Law.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, Company shall take all action necessary in accordance with the DGCL Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws, promptly and duly Bylaws to call, give notice of, convene and hold a meeting of Company Stockholders at which such stockholders will consider and vote on a proposal to adopt this Agreement and approve the Merger (the “Company Stockholders Meeting”) as soon promptly as practicable following after the Execution Date, and in any event within twenty (20) business days, after the date upon which the Registration Proxy Statement becomes effective, is first mailed to the Company Stockholders' MeetingStockholders (it being understood and hereby agreed that, and in the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend event that the Agreement and SEC shall elect to provide comments on the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn its recommendation of this Agreement in compliance herewithStatement, the Company shall not be required to mail the Proxy Statement to the Company Stockholders until the SEC has indicated to the Company, orally or in writing, that it has no further comments on the Proxy Statement). Company shall give Parent no less than ten (10) business days advance notice of the date which shall be set as the “record date” for the Company Stockholders eligible to vote on this Agreement and the Merger. Company shall also consult with Parent regarding the date of the Company Stockholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the consent of Parent unless this Agreement is first terminated by Company pursuant to Article 7 hereof. Subject to Section 4.3, Company shall use commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the approval and adoption of this Agreement and the Merger approval of the Merger, and shall take all other action required by the rules of Nasdaq, the laws of Delaware or other applicable law to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws Company Stockholders to approve and adopt this Agreement and effect the Merger.

Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with the DGCL and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effectiveSubject to Section 5.3, the Company Stockholders' Meeting, and the Company shall consult with Acquiror in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with the Company's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of the Company under applicable Law, the Board of Directors of the Company shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations; provided, however, that, the Board of Directors of the Company shall submit this Agreement to the Company's stockholders, whether or not the Board of Directors of the Company at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of the Company reject it. Unless the Board of Directors of the Company has withdrawn will use its recommendation of this Agreement in compliance herewith, the Company shall use commercially reasonable best efforts to solicit from its stockholders of the Company proxies in favor of the adoption and approval and adoption of this Agreement and the approval of the Merger and will take all other action necessary or advisable to obtain such approvals and to secure the vote or consent of its stockholders required by the DGCL rules of the Nasdaq Stock Market, Delaware Law and its certificate Certificate of incorporation Incorporation and bylaws Bylaws. The Company (i) shall consult with Acquirer regarding the date of the Company Stockholders Meeting, and (ii) shall not postpone or adjourn the Company Stockholders Meeting without the prior written consent of Acquirer; provided, however, that the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any necessary (which determination shall not be made before consulting with Acquirer) supplement or amendment to the Proxy Statement is provided to the Company’s stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders Meeting is originally scheduled 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 Stockholders Meeting or to otherwise approve and adopt this Agreement and the Merger. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements.