Common use of Stockholder Meeting; Proxy Statement Clause in Contracts

Stockholder Meeting; Proxy Statement. (a) BHC shall take all action necessary in accordance with Applicable Law, its Certificate of Incorporation and it bylaws duly to call, give notice of, convene and hold the annual or a special meeting of its stockholders (the "Stockholder Meeting") as promptly as practicable after the date hereof. At the Stockholder Meeting, the stockholders of BHC will be asked (i) to adopt and approve an amendment to BHC's Certificate of Incorporation to increase the number of shares of Common Stock authorized thereunder from 50,000,000 to at least 70,000,000 (the "Charter Amendment") and (ii) to approve the sale of the Fresh Produce Companies as contemplated by this Agreement and (iii) if applicable, any other matters required by Applicable Law or any national securities exchange or interdealer quotation system. The stockholder vote required for the adoption and approval of such matters shall be the vote required by the Delaware General Corporation Law and BHC's Certificate of Incorporation. The Board of Directors of BHC shall, subject to its fiduciary obligations under Applicable Law as advised by counsel, recommend to the stockholders of BHC that they vote in favor of the adoption and approval of the Charter Amendment and of this Agreement and the transactions contemplated hereby. BHC will use its reasonable best efforts to solicit from the stockholders of BHC proxies in favor of such approval and take all other action commercially reasonably necessary to secure a vote of the stockholders of BHC in favor of such adoption and approval. In the event that the stockholders of BHC approve the Charter Amendment, BHC shall take all actions necessary to implement the Charter Amendment as promptly as reasonably practicable.

Stockholder Meeting; Proxy Statement. (a) BHC shall take all action necessary Unless the Merger is consummated in accordance with Applicable LawSection 253 of the Corporation Law as contemplated by Section 2.09, its Certificate consistent with the terms of Incorporation Section 2.08 and it bylaws duly to callthe Special Meeting the Company shall, give notice of, convene and hold the annual or a special meeting of its stockholders (the "Stockholder Meeting") as promptly soon as practicable after the date hereof. At consummation of the Stockholder MeetingOffer, (a) take all necessary actions to cause a meeting of the stockholders of BHC will to be asked held as promptly as practicable, (ib) promptly obtain and furnish the information required to adopt and approve an amendment to BHC's Certificate of Incorporation to increase be included in the number of shares of Common Stock authorized thereunder from 50,000,000 to at least 70,000,000 a preliminary proxy or information statement (the "Charter AmendmentPreliminary Proxy Statement") and (ii) relating to approve the sale of the Fresh Produce Companies Merger as contemplated by this Agreement and (iii) if applicable, any other matters required by Applicable Law or any national securities exchange or interdealer quotation system. The stockholder vote required for the adoption Exchange Act and the rules and regulations thereunder, with respect to the transactions contemplated hereby, (c) promptly prepare and file with the SEC, subject to the prior review and approval of such matters Parent and Purchaser (which approval shall not be unreasonably withheld) the vote required by Preliminary Proxy Statement, (d) consult with Parent and Purchaser regarding, any comments that may be received from the Delaware General Corporation Law SEC or its staff with respect thereto and BHC's Certificate of Incorporation. The Board of Directors of BHC shall, subject to its fiduciary obligations under Applicable Law as advised by counsel, recommend to the stockholders of BHC that they vote in favor of the adoption prior review and approval of Parent and Purchaser (which approval shall not be unreasonably withheld), respond promptly to any such comments made by the Charter Amendment and of this Agreement and SEC or its staff with respect to the transactions contemplated hereby. BHC will Preliminary Proxy Statement, (e) use its reasonable best efforts to solicit from have the stockholders of BHC proxies in favor of such approval and take all other action commercially reasonably necessary to secure a vote of Preliminary Proxy Statement cleared by the stockholders of BHC in favor of such adoption and approval. In the event that the stockholders of BHC approve the Charter AmendmentSEC, BHC shall take all actions necessary to implement the Charter Amendment (f) as promptly as reasonably practicablepracticable file the definitive proxy statement, (g) thereafter mail or cause to be mailed the proxy statement to its stockholders as promptly as practicable along with all other proxy materials for such meeting, (h) use its reasonable best efforts to obtain the necessary approval of the Merger by its shareholders, and (i) otherwise use its reasonable best efforts to comply with all legal requirements applicable to the Special Meeting.