Common use of Stockholder Meeting; Proxy Material Clause in Contracts

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption of this Agreement and the approval of the Merger. Subject to Section 6.03(b), the Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) use its commercially reasonable efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to the right of the Company to terminate this Agreement in accordance with the provisions of Section 10.01(d), this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives.

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the approval of the Merger. Subject to Section 6.03(b7.03(b), the Company Board of Directors of the Company shall recommend approval and adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement/Prospectus (which shall be filed as part of the Registration Statement) and all other proxy materials for such meeting, (ii) use its commercially reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Without limiting the right generality of the Company to terminate this Agreement in accordance with the provisions of Section 10.01(d)foregoing, this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (iA) an Adverse Recommendation Change shall have occurred or (iiB) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives.

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the approval of the Merger. Subject to Section 6.03(b7.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement/Prospectus (which shall be filed as part of the Registration Statement) and all other proxy materials for such meeting, (ii) use its commercially reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Without limiting the right generality of the Company to terminate this Agreement in accordance with the provisions of Section 10.01(d)foregoing, this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives.

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption of this Agreement and the approval of the MergerAgreement. Subject to Section 6.03(b7.03(b), the Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement/Prospectus (which shall be filed as part of the Registration Statement) and all other proxy materials for such meeting, (ii) use its commercially reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Without limiting the right generality of the Company to terminate this Agreement foregoing, unless previously terminated in accordance with the provisions of Section 10.01(d)its terms, this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives.

Stockholder Meeting; Proxy Material. Subject If required under Applicable Law in order to Section 6.03(b)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 Time (or, as applicable, the consummation of any Subsequent Offering Period) for the purpose of voting on the approval and adoption of this Agreement and the approval of the Merger. Subject to Section 6.03(b7.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (ia) promptly prepare and file with the SEC, use its commercially reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (iib) use its commercially reasonable best efforts to obtain the Company Stockholder Approval and (iiic) otherwise comply with all legal requirements applicable to such meeting. Subject to Without limiting the right generality of the Company foregoing, if required under Applicable Law in order to terminate this Agreement in accordance with consummate the provisions of Section 10.01(d)Merger, this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable after the Acceptance Time (or, as applicable, the consummation of any Subsequent Offering Period) whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives; provided, however, nothing in this Section 7.02 shall prohibit the Company from terminating this Agreement in accordance with Article XI.

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the The Company shall cause a meeting of its stockholders (the “"Company Stockholder Meeting”") to be duly called and held as soon as reasonably practicable for the purpose of voting on the adoption of this Agreement and the approval of the MergerAgreement. Subject to Section 6.03(b7.03(b), the Board of Directors of the Company shall recommend adoption of this Agreement and approval of the Merger by the Company’s 's stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement Statement/Prospectus (which shall be filed as part of the Registration Statement) and all other proxy materials for such meeting, (ii) use its commercially reasonable best efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject to Without limiting the right generality of the Company to terminate this Agreement foregoing, unless previously terminated in accordance with the provisions of Section 10.01(d)its terms, this Agreement and the Merger shall be submitted to the Company’s 's stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (ii) an Acquisition Proposal shall have been publicly proposed or announced or otherwise submitted to the Company or any of its Representatives.

Stockholder Meeting; Proxy Material. Subject to Section 6.03(b), the The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the approval of the Merger. Subject to Section 6.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and approval of the Merger by the Company’s stockholders. In connection with such meeting, subject to Section 6.03(b), the Company shall (i) promptly prepare and file with the SEC, use its commercially reasonable efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (ii) use its commercially reasonable efforts to obtain the Company Stockholder Approval and (iii) otherwise comply with all legal requirements applicable to such meeting. Subject , provided that the foregoing shall not prohibit accurate disclosure (and such disclosure shall not be deemed to the right of the Company to terminate this Agreement in accordance with the provisions of Section 10.01(d), this Agreement and the Merger shall be submitted to the Company’s stockholders at the Company Stockholder Meeting as soon as reasonably practicable whether or not (i) an Adverse Recommendation Change shall have occurred or (iiChange) of factual information regarding the fact that an Acquisition Proposal shall have has been publicly proposed made, the identity of the party making such proposal or announced or otherwise submitted to the material terms of such proposal in the Company or any of its RepresentativesProxy Statement.