Common use of Stockholder Meeting; Proxy Material Clause in Contracts

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b), the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC and, after using its reasonable best efforts to respond to all SEC comments, shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, Merger unless Delaware Law does not require a vote of stockholders of the Company for consummation is not required by Delaware Law. The Directors of the Merger. Subject Company shall, subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy related materials for such meeting, (iib) subject to Section 7.04(b), will use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the MergerAgreement, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b7.04(c), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) promptly prepare and file with the SEC andSEC, after using its use all reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its all reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b7.04(c), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement, which shall contain the recommendation of the Board of Directors, and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The If required by Delaware Law to consummate the Merger, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable after the Acceptance Date (or, as applicable, after the consummation of the Offer any Subsequent Offering Period) for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject If required by Delaware Law to Section 7.04(b)consummate the Merger, the Company Board of Directors shall recommend approval and the adoption of this Agreement and the Merger by the stockholders of the Company’s stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval by its stockholders of this Agreement and the transactions contemplated hereby Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders . The Directors of the Company for consummation of the Merger. Subject shall, subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby unless otherwise required by applicable fiduciary duties of the directors of the Company, as determined by such directors in good faith after consultation with counsel and (iii) otherwise comply with all legal requirements applicable to such meeting. Buyer shall have the right to review the Company Proxy Statement and other proxy materials before filing with the SEC.

Stockholder Meeting; Proxy Material. The Promptly after the Company Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called called, and shall use its reasonable best efforts to cause the Company Stockholder Meeting to be held as soon as reasonably practicable after consummation of the Offer thereafter, for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.04(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b6.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote . The Board of stockholders Directors of the Company for consummation of the Merger. Subject shall, subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company (a) shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, shall use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) shall otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.03(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) as promptly as practicable, prepare and file with the SEC andSEC, after using use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b6.03(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote . The Board of stockholders Directors of the Company for consummation of the Merger. Subject shall, subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company (a) shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, shall use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) shall otherwise comply with all legal requirements applicable to such meeting.

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 after following the consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, Merger unless Delaware Law does not require a vote of stockholders of the Company for consummation is not required by Delaware Law. The Directors of the Merger. Subject to Section 7.04(b)Company shall, the except as otherwise required by their fiduciary duties as advised by Company Board shall Counsel, recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation following the clearance of the Offer Proxy Statement by the SEC for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.03(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using its use reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b6.03(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby (the "COMPANY STOCKHOLDER APPROVAL") and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of Merger and the Company for consummation of the MergerCharter Amendment. Subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall Directors of the Company, including, without limitation, at least a majority of the 673 Committee, shall, recommend approval and adoption of this Agreement and the Merger by the Company’s stockholders's stockholders and shall not withdraw such recommendation. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its commercially reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its commercially reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and the Charter Amendment and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b7.04(c), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement, which shall contain the recommendation of the Board of Directors, and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.04(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (i) as promptly as practicable prepare and file with the SEC andSEC, after using use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation following the clearance of the Offer Proxy Statement by the SEC for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.03(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using its use reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b6.03(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby (the "Company Stockholder Approval") and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of Merger and the Company for consummation of the MergerCharter Amendment. Subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall Directors of the Company, including, without limitation, at least a majority of the 673 Committee, shall, recommend approval and adoption of this Agreement and the Merger by the Company’s stockholdersstockholders and shall not withdraw such recommendation. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its commercially reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its commercially reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and the Charter Amendment and (iiic) will otherwise comply with all legal requirements applicable to such meeting. SECTION 5.03.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, Merger unless Delaware Law does not require a vote of stockholders of the Company for consummation is not required by Delaware Law. The Directors of the Merger. Subject Company shall, subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.03(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such that meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using its use all commercially reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such that meeting, (ii) subject to Section 7.04(b), use its all commercially reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby by this Agreement and (iii) otherwise comply with all legal requirements applicable to such that meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. (a) The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b6.03(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall will (i) as promptly as practicable, prepare and file with the SEC andSEC, after using use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b6.03(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote . The Board of stockholders Directors of the Company for consummation of the Merger. Subject shall, subject to Section 7.04(b)its fiduciary duties as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote . The Board of stockholders Directors of the Company for consummation of the Merger. Subject shall, subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b)its fiduciary duties as determined in good faith and as advised by counsel, shall use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) shall otherwise comply with all legal requirements applicable to such meeting.

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”"COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, Merger unless Delaware Law does not require a vote of stockholders of the Company for consummation is not required by Delaware Law. The Directors of the Merger. Subject Company shall, subject to Section 7.04(b)their fiduciary duties as advised by counsel, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (ia) will promptly prepare and file with the SEC andSEC, after using will use its reasonable best efforts to respond to all have cleared by the SEC comments, shall and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) subject to Section 7.04(b), will use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iiic) will otherwise comply with all legal requirements applicable to such meeting.

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 after consummation of the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, unless Delaware Law does not require a vote of stockholders of the Company for consummation of the Merger. Subject to Section 7.04(b), the Board of Directors of the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Company’s 's stockholders. In connection with such meeting, the Company shall (i) promptly prepare and file with the SEC andSEC, after using shall use its reasonable best efforts to respond to all have cleared by the SEC comments, and shall thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) subject to Section 7.04(b), use its reasonable best efforts to obtain the necessary approval approvals by its stockholders of this Agreement and the transactions contemplated hereby and (iii) otherwise comply with all legal requirements applicable to such meeting.