Common use of Meetings of Stockholders Clause in Contracts

Meetings of Stockholders. Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Act, each of Parent and the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company Merger, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) to be held as promptly as practicable (and within 45 days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement. Each of Parent and the Company will use all reasonable efforts to hold their respective Stockholders’ Meeting on the same date. Subject to Section 5.3(d), each of Parent and the Company will use all reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the Company, the Company Proposal, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Parent Proposal or, in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements.

Meetings of Stockholders. (a) Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Actdate hereof, each of Parent and the Company Click2learn will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to callconvene the Click2learn Stockholders’ Meeting to be held as promptly as practicable, hold and convene a meeting for the purpose of its stockholders to consider, in voting upon the case of Parent, the adoption and approval of this Agreement and approval of the Parent Click2learn Merger and approval of the issuance of Parent Common Stock in connection with the Company Mergerand, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Companyapplicable, the adoption other transactions contemplated by this Agreement. Click2learn will consult with Docent and approval of this Agreement and approval of use its commercially reasonable efforts to hold the Company Merger (Click2learn Stockholders’ Meeting on the “Company Proposal”) (each, a “same day as the Docent Stockholders’ Meeting” and. Promptly after the date hereof, Docent will take all action necessary in accordance with the case DGCL and its Certificate of Parent, Incorporation and Bylaws to convene the “Parent Docent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) Meeting to be held as promptly as practicable (for the purpose of voting upon the Docent Merger and, to the extent applicable, the other transactions contemplated by this Agreement. Docent will consult with Click2learn and within 45 days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement. Each of Parent and the Company will use all its commercially reasonable efforts to hold their respective the Docent Stockholders’ Meeting on the same dateday as the Click2learn Stockholders’ Meeting. Subject to Section 5.3(dSections 5.2(b) and 5.2(c), Docent and Click2learn will each of Parent and the Company will use all its commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the Company, adoption and approval of this Agreement and the Company Proposal, approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its their respective stockholders required by the rules of Nasdaq the National Association of Securities Dealers, Inc. or Delaware Law the DGCL and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent Docent or the CompanyClick2learn, as the case may be, may adjourn or postpone its Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on, in on the case of Parent, the Parent Proposal or, in the case of the Company, the Company Proposal, Mergers and this Agreement or, if as of the time for which such the Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Docent Common Stock of Parent or the Company, Click2learn Common Stock (as the case may be, ) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements.

Meetings of Stockholders. Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Act, each of Parent and the The Company will take all action necessary in accordance with Delaware Law applicable law and its Certificate of Incorporation and Bylaws By-laws to call, hold and convene a meeting of its stockholders (the "Stockholders Meeting") to consider, consider and vote upon the approval of the Merger. Conseco will take all action necessary in accordance with applicable law and its Articles of Incorporation and By-laws to convene a meeting of its stockholders (the "Conseco Stockholders Meeting") to consider and vote upon the approval of the issuance of Conseco Common Stock in the case Merger. Conseco shall (i) cause LPG Acquisition to submit this Agreement and the transactions contemplated hereby for approval and adoption of ParentConseco, as sole stockholder, by written consent, (ii) cause the shares of capital stock of LPG Acquisition to be voted for adoption and approval of this Agreement and approval of the Parent Merger transactions contemplated hereby, and approval of the issuance of Parent Common Stock in connection with the Company Merger, (iii) cause to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption be taken all additional actions necessary for LPG Acquisition to adopt and approval of approve this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) to be held as promptly as practicable (and within 45 days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement. Each of Parent and the Company will use all reasonable efforts to hold their respective Stockholders’ Meeting on the same datetransactions contemplated hereby. Subject to Section 5.3(d), each of Parent and the Company will use all reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, 4.9 hereof in the case of the Company, the Company Proposaland Conseco will, and will take all other action necessary through their respective Boards of Directors, recommend to their respective stockholders approval of the foregoing matters. Without limiting the generality of the foregoing, the Company agrees that, subject to its right to terminate this Agreement pursuant to Section 4.9, its obligations pursuant to the first sentence of Section 4.2 shall not be affected by (i) the commencement, public proposal, public disclosure or advisable communication to secure the vote Company of any Acquisition Proposal (as defined in Section 4.8) or consent (ii) the withdrawal or modification by the Board of Directors of the Company of its stockholders required by the rules approval or recommendation of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent Agreement or the Company, as Merger. Conseco and the case may be, may adjourn or postpone its Stockholders’ Company will use their best efforts to hold the Stockholders Meeting and the Conseco Stockholders Meeting on the same day and use best efforts to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Parent Proposal or, hold such Meetings and (except in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxysubject to Section 4.9 hereof) to constitute a quorum necessary to conduct obtain the business favorable votes of such Stockholders’ Meeting. Each of Parent and their respective stockholders as soon as practicable after the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirementsdate hereof.

Meetings of Stockholders. (a) Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Actdate hereof, each of Parent and the Company Exar will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to callconvene the Exar Stockholders’ Meeting to be held as promptly as practicable, hold and convene a meeting for the purpose of its stockholders to consider, in the case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and voting upon approval of the issuance of Parent shares of Exar Common Stock in connection the Merger. Exar will consult with Sipex and use its commercially reasonable efforts to hold the Company Merger, to Exar Stockholders’ Meeting on the extent permissible, same day as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Sipex Stockholders’ Meeting” and. Promptly after the date hereof, Sipex will take all action necessary in accordance with the case DGCL and its Certificate of Parent, Incorporation and Bylaws to convene the “Parent Sipex Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) Meeting to be held as promptly as practicable (for the purpose of voting upon the adoption of this Agreement. Sipex will consult with Exar and within 45 days, if practicable) after the declaration of effectiveness of the Registration Statement and the Source Registration Statement. Each of Parent and the Company will use all its commercially reasonable efforts to hold their respective the Sipex Stockholders’ Meeting on the same dateday as the Exar Stockholders’ Meeting. Subject to Section 5.3(dSections 5.2(b) and 5.2(c), each of Parent and the Company (i) Exar will use all its commercially reasonable efforts to solicit from its stockholders proxies in favor of, of the approval of the issuance of shares of Exar Common Stock in the case of Parent, the Parent Proposal, and, in the case of the Company, the Company Proposal, Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules Marketplace Rules of Nasdaq the NASDAQ Stock Market or Delaware Law the DGCL and all other applicable Legal Requirements to obtain such approvals, and (ii) Sipex will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the Marketplace Rules of the NASDAQ Stock Market or the DGCL and all other applicable Legal Requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent Sipex or the CompanyExar, as the case may be, may adjourn or postpone its Stockholdersstockholders’ Meeting meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on, in on the case issuance of Parent, shares of Exar Common Stock or the Parent Proposal or, in the case of the Company, the Company Proposal, orMerger, if as of the time for which such Stockholdersthe stockholders’ Meeting meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Exar Common Stock of Parent or the Company, Sipex Common Stock (as the case may be, ) represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholdersstockholders’ Meeting. Each of Parent and the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirementsmeeting.

Meetings of Stockholders. Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Act, each of Parent and the (a) Company will shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company MergerStockholders' Meeting, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) to be held as promptly as practicable (and within 45 days, if practicable) after the declaration of effectiveness of the Registration Statement and is declared effected under the Source Registration Statement. Each Securities Act, for the purpose of Parent and voting upon the approval of the Company will Stockholder Proposal and shall use its commercially reasonable efforts to convene and hold the Company Stockholders' Meeting on the same day and at the same time as the Parent Stockholders' Meeting. Parent shall take all action necessary in accordance with Delaware Law, the Restated Certificate of Incorporation and its Bylaws to convene the Parent Stockholders' Meeting, to be held as promptly as practicable after the Registration Statement is declared effected under the Securities Act, for the purpose of voting upon the approval of the Parent Stockholder Proposal and shall use its commercially reasonable efforts to hold their respective the Parent Stockholders’ ' Meeting on the same dateday and at the same time as the Company Stockholders' Meeting. Subject to Section 5.3(d)6.2(c) and Section -------------- ------- 6.2(d) hereof, each of Parent and the Company will shall each use all its commercially reasonable ----- efforts to solicit from its stockholders proxies in favor ofof the approval of the Company Stockholder Proposal, in the case of Company, and in favor of the approval of the Parent Stockholder Proposal, in the case of Parent, the Parent Proposal, and, in the case of the Company, the Company Proposal, and will shall take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained Company Requisite Vote, in this Agreement, Parent or the Company, as the case may beof Company's stockholders, may adjourn or postpone its Stockholders’ Meeting to and the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote onParent Requisite Vote, in the case of Parent's stockholders, in each case as required by Delaware Law and all other applicable legal requirements (including, without limitation, the Parent Proposal orrules of Nasdaq, in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirementsthe New York Stock Exchange, in the case of Parent).

Meetings of Stockholders. Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Actdate hereof, each of Parent and the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, hold and convene a meeting of its stockholders to consider, in the case of Parent, the adoption and approval of this Agreement and approval of the Parent Merger and approval of the issuance of Parent Common Stock in connection with the Company Merger, to the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) ' Meeting to be held as promptly as practicable practicable, and in any event (and to the extent permissible under applicable law) within 45 days, if practicableforty-five (45) days after the declaration of effectiveness of the Registration Statement Statement, for the purpose of voting upon this Agreement. The Company will consult with Parent and use all commercially reasonable efforts to hold the Source Company Stockholders' Meeting on the same day as the Parent Stockholders' Meeting. Promptly after the date hereof, Parent will take all action necessary in accordance with Nova Scotia Law and its Memorandum and Articles of Association to convene the Parent Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within forty-five (45) days after the declaration of effectiveness of the Registration Statement. Each , for the purpose of voting upon the issuance of shares of Parent Common Stock by virtue of the Merger. Parent will consult with the Company and will use all commercially reasonable efforts to hold the Parent Stockholders' Meeting on the same day as the Company Stockholders' Meeting. For so long as the Board of Directors of the Company is required to make the recommendation set forth in Section 5.1, the Company will use all reasonable efforts to hold their respective Stockholders’ Meeting on the same date. Subject to Section 5.3(d), each of Parent and the Company will use all commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the Company, adoption and approval of this Agreement and the Company Proposal, approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvalsapprove the Merger. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, For so long as the case may be, may adjourn or postpone its Stockholders’ Meeting Board of Directors of Parent is required to make the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on, in the case of Parent, the Parent Proposal or, in the case of the Company, the Company Proposal, or, if as of the time for which such Stockholders’ Meeting is originally scheduled (as recommendations set forth in Section 5.1, Parent will use -47- 55 all commercially reasonable efforts to solicit from its stockholders proxies in favor of the Prospectus/Proxy Statement) there are insufficient issuance of shares of Parent Common Stock by virtue of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Company shall ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal RequirementsMerger.

Meetings of Stockholders. (a) Promptly after the Registration Statement and the Source Registration Statement are declared effective under the Securities Actdate hereof, each of Parent and (i) the Company will take all action necessary in accordance with Delaware Law the DGCL and its Certificate of Incorporation and Bylaws to callconvene the Company Stockholders’ Meeting to be held as promptly as practicable, hold and convene a meeting in any event (to the extent permissible under applicable law) within 10 days after the filing of its stockholders to considerthe definitive Proxy Statement, in for the case purpose of Parent, the voting upon approval and adoption and approval of this Agreement and approval of the Merger, and (ii) Parent Merger and approval of the issuance of Parent Common Stock will take all action necessary in connection accordance with the Company Merger, DGCL and its Certificate of Incorporation and Bylaws to convene the extent permissible, as a single proposal (the “Parent Proposal”), and, in the case of the Company, the adoption and approval of this Agreement and approval of the Company Merger (the “Company Proposal”) (each, a “Stockholders’ Meeting” and, in the case of Parent, the “Parent Stockholders’ Meeting” and, in the case of the Company, the “Company Stockholders’ Meeting”) Meeting to be held as promptly as practicable practicable, and in any event (and to the extent permissible under applicable law) within 45 days, if practicable) days after the declaration of effectiveness filing of the Registration Statement definitive Proxy Statement, for the purpose of voting (A) to approve and adopt this Agreement, (B) to approve the Source Registration StatementMerger, (C) to authorize the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger, (D) to authorize the change of Parent’s name, and (E) to approve an increase in the authorization of Parent Common Stock to be reserved under Parent’s option and stock plans such that the number of shares reserved thereunder would in the aggregate represent 20% of Parent’s capital stock on a fully diluted basis (the “Stock Pool Increase”) (collectively, also “Parent Stockholder Approval”). Each of Parent and the Company will shall consult with each other and use all reasonable efforts to hold their respective the Company Stockholders’ Meeting and the Parent Stockholder Meeting on the same dateday. Subject to Section 5.3(d6.2(c), each of Parent and the Company will use all its commercially reasonable efforts to solicit from its stockholders proxies in favor of, in the case of Parent, the Parent Proposal, and, in the case of the Company, adoption and approval of this Agreement and the Company Proposal, approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of Nasdaq or Delaware Law DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent or the Company, as the case may be, The Company may adjourn or postpone its the Company Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective the Company’s stockholders in advance of a vote on, in on the case issuance of Parent, Parent Common Stock and Parent Warrants pursuant to the Parent Proposal or, in the case of the Company, the Company Proposal, Merger or, if as of the time for which such the Company Stockholders’ Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of Common Company Capital Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such the Company Stockholders’ Meeting. Each Parent may adjourn or postpone the Parent Stockholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to Parent’s stockholders in advance of a vote on the issuance of the shares of Parent Common Stock and Parent Warrants pursuant to the Merger and this Agreement or, if as of the time for which the Parent Stockholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting. The Company shall ensure that its the Company Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it the Company in connection with the Company Stockholders’ Meeting are solicited solicited, in compliance with Delaware Lawthe DGCL, its Certificate of Incorporation and Bylaws, the rules of Nasdaq Bylaws and all other applicable Legal Requirementslegal requirements. Parent shall ensure that the Parent Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Stockholders’ Meeting are solicited, in compliance with the DGCL, its Certificate of Incorporation and Bylaws and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company Stockholders’ Meeting in accordance with this Section 6.2(a) shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal 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, and the Company Stockholders’ Meeting shall be called, noticed, convened and held prior to the calling, noticing, convening or holding of any meeting of the Company’s stockholders to consider approval of any Acquisition Proposal or Superior Offer.