Common use of Stockholder Meeting; Proxy Material Clause in Contracts

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders to be duly called and held as soon as reasonably practicable, for the purpose of voting on a proposal for the approval of sale of the Securities as contemplated by this Agreement (the "Proposal") and transacting such other business as may properly come before the meeting or any adjournment thereof (the "Stockholder Meeting"). The Board of Directors shall recommend approval and adoption of the Proposal. In connection with the Stockholder Meeting, the Company: (a) shall promptly prepare and file with the SEC in accordance with the Exchange Act the Proxy Statement, shall use all reasonable efforts to have the Proxy Statement and/or any amendment or supplement thereto cleared by the SEC and shall thereafter mail to its stockholders as promptly as practicable the Proxy Statement; (b) shall use all reasonable efforts to obtain the necessary approvals by its stockholders of the Proposal; and (c) shall otherwise comply with all legal requirements applicable to such meeting. The Company shall make available to the Purchasers prior to the filing thereof with the SEC copies of the preliminary Proxy Statement and any amendments or supplements thereto and shall make any changes therein reasonably requested by the Purchasers insofar as such changes relate to any matters relating to the Purchasers or the description of the transactions contemplated by this Agreement.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "Stockholders' Meeting") to be duly called and held as soon as reasonably practicable, ---------------------- practicable for the purpose of voting on a proposal for the approval and adoption of sale of the Securities as contemplated by this Agreement (and the "Proposal") and transacting such other business as may properly come before the meeting or any adjournment thereof (the "Stockholder Meeting")transactions contemplated hereby. The Board of Directors shall of the Company shall, subject to the terms of Section 4.3(b), recommend approval and adoption of this Agreement and the ProposalMerger by the Company's stockholders. In connection with the Stockholder Meetingsuch meeting, the Company: Company (ai) shall promptly prepare and file with the SEC in accordance with the Exchange Act the Proxy StatementSEC, shall use all reasonable efforts to have the Proxy Statement and/or any amendment or supplement thereto cleared by the SEC and shall thereafter mail to its stockholders as promptly as practicable the Proxy Statement; Statement and all other proxy materials for such meeting, (bii) shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (iv) shall, subject to the fiduciary duties of its Board of Directors as advised by counsel, use all reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Proposal; transactions contemplated hereby and (cv) shall otherwise comply with all legal requirements applicable to such meeting. The Company shall make available to the Purchasers prior to the filing thereof with the SEC copies of the preliminary Proxy Statement and any amendments or supplements thereto and shall make any changes therein reasonably requested by the Purchasers insofar as such changes relate to any matters relating to the Purchasers or the description of the transactions contemplated by this Agreement.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the "Stockholders' Meeting") to be duly called and held as soon as reasonably practicable, practicable for the purpose of voting on a proposal for the approval and adoption of sale of the Securities as contemplated by this Agreement (and the "Proposal") and transacting such other business as may properly come before the meeting or any adjournment thereof (the "Stockholder Meeting")transactions contemplated hereby. The Board of Directors shall of the Company shall, subject to the terms of Section 4.3(b), recommend approval and adoption of this Agreement and the ProposalMerger by the Company's stockholders. In connection with the Stockholder Meetingsuch meeting, the Company: Company (ai) shall promptly prepare and file with the SEC in accordance with the Exchange Act the Proxy StatementSEC, shall use all reasonable efforts to have the Proxy Statement and/or any amendment or supplement thereto cleared by the SEC and shall thereafter mail to its stockholders as promptly as practicable the Proxy Statement; Statement and all other proxy materials for such meeting, (bii) shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall provide to Parent promptly copies of all correspondence between the Company or any representative of the Company and the SEC, (iii) shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC, (iv) shall, subject to the fiduciary duties of its Board of Directors as advised by counsel, use all reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the Proposal; transactions contemplated hereby and (cv) shall otherwise comply with all legal requirements applicable to such meeting. The Company shall make available to the Purchasers prior to the filing thereof with the SEC copies of the preliminary Proxy Statement and any amendments or supplements thereto and shall make any changes therein reasonably requested by the Purchasers insofar as such changes relate to any matters relating to the Purchasers or the description of the transactions contemplated by this Agreement.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable, practicable for the purpose of voting on a proposal for the approval of sale of the Securities as contemplated by this Agreement (Transactions. Subject to Section 5.4(a), the "Proposal") and transacting such other business as may properly come before the meeting or any adjournment thereof (the "Stockholder Meeting"). The Board of Directors shall unanimously recommend approval and adoption of the Proposalmatters submitted to the Company's stockholders, including the issuance of the Acquired Shares to Holdings pursuant to the Merger, as required pursuant to the rules of the NASDAQ National Market, and the execution and filing of the Charter Amendments, pursuant to the Recapitalization. In connection with the Company Stockholder Meeting, the Company: (ai) shall promptly prepare and file with the SEC in accordance with the Exchange Act the Company Proxy Statement, shall use all reasonable efforts to have the Company Proxy Statement and/or any amendment or supplement thereto cleared by the SEC and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement; (bii) shall use all reasonable efforts to obtain the necessary approvals by its stockholders of the ProposalTransactions; and (ciii) shall otherwise comply with all legal requirements applicable to such meeting. The Company shall make available to the Purchasers Holdings prior to the filing thereof with the SEC copies of the preliminary Company Proxy Statement and any amendments or supplements thereto and shall make any changes therein reasonably requested by the Purchasers Holdings insofar as such changes relate to any matters relating to the Purchasers Holdings, FDESI or the description of the transactions contemplated by this AgreementTransactions.