Common use of Stockholder Meeting Clause in Contracts

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market (the "Merger Proposals"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger Proposals. Subject to Section 7.5(b), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and the Company Charter to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the Reclassification. The Company shall not require any vote greater than a majority of the combined voting power of the issued and outstanding shares of Old Class A Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the Merger.

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law law, the requirements of the Nasdaq National Market and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws Bylaws to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "Merger ProposalsProposal"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger and, if so determined by the Company and with the consent of Liberty Media (which shall not be unreasonably withheld), such other matters as are customarily presented to stockholders at an annual meeting. Subject to Section 7.5(b7.5(c), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals Proposal and include such recommendation in the Proxy Statement, and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes vote of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and the Company Charter to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Company Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the MergerMerger Proposal.

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law law, the requirements of the American Stock Exchange and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws Bylaws (the "Company Bylaws") to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "Merger ProposalsProposal"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger 16 21 and, if so determined by the Company and with the consent of Liberty Media (which shall not be unreasonably withheld or delayed), such other matters as are customarily presented to stockholders at an annual meeting. Subject to Section 7.5(b7.5(c), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals Proposal and include such recommendation in the Proxy Statement, and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes vote of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL DGCL, the Company Charter and the Company Charter Bylaws to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Company Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the MergerMerger Proposal.

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws Bylaws to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "Merger ProposalsProposal"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger and, if so determined by the Company, such other matters as are customarily presented to stockholders at an annual meeting. Subject to Section 7.5(bSections 7.5(b)(iii) and (iv), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals Proposal and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes vote of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and the Company Charter to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Common Company Stock and Old Class B Common Stock, voting together as a single class, for the approval of the MergerMerger Proposal.

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law and the Company's Second Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws Bylaws (the "Company Bylaws") to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "Merger ProposalsProposal"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger. Subject to Section 7.5(b)6.5, the Company Board will recommend that the Company's stockholders vote in favor of approval and adoption of the Merger Proposals Proposal and the Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of such approval and adoption and take all other action necessary or advisable to secure the votes vote or consent of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and DGCL, the Company Charter or otherwise to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Company Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the MergerMerger Proposal. Unless this Agreement is previously terminated in accordance with Article VIII, the Company shall submit the Merger Proposal to a vote of its stockholders at the Special Meeting even if the Company Board determines at any time after the date hereof that the Merger is no longer advisable and withdraws its recommendation that the Company's stockholders approve the Merger Proposal.

Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws Amended and Restated Bylaws (the "Company Bylaws") to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "Merger ProposalsProposal"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger and, if so determined by the Company, such other matters as are customarily presented to stockholders at an annual meeting. Subject to Section 7.5(b)7.5, the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals Proposal and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes vote of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and the Company Charter to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power total number of votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Company Common Stock and Old Class B Common Stock, voting together as a single class, class for the approval of the MergerMerger Proposal. Unless the Agreement is previously terminated in accordance with Article IX, the Company shall submit the Merger Proposal to its stockholders at the Special Meeting even if the Company Board determines at any time after the date hereof that it is no longer advisable or recommends that the Company's stockholders reject it.

Stockholder Meeting. The Company and its Board of Directors (the "“Company Board"”) shall take all action necessary in accordance with applicable law and the Company's ’s Amended and Restated Certificate of Incorporation (the "“Company Charter"”) and bylaws Restated Bylaws (the “Company Bylaws”) to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's ’s stockholders (the "“Special Meeting"”) for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of and the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market Merger contemplated hereby (the "“Merger Proposals"Proposal”); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's ’s stockholders at the Special Meeting shall be the Merger ProposalsProposal and related matters incidental to the consummation of the Merger. Subject to Section 7.5(b)6.5, the Company Board will shall recommend that the Company's ’s stockholders vote in favor of approval and adoption of the Merger Proposals Proposal and the Company will use its commercially reasonable best efforts to solicit from its stockholders proxies in favor of such approval and adoption and take all other action necessary or advisable to secure the votes vote or consent of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and DGCL, the Company Charter or otherwise to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the ReclassificationMerger. The Company shall not require any vote greater than a majority of the combined voting power votes entitled to be cast by the holders of the issued and outstanding shares of Old Class A Company Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the MergerMerger Proposal. Unless this Agreement is previously terminated in accordance with Article VIII, the Company shall submit the Merger Proposal to a vote of its stockholders at the Special Meeting even if the Company Board determines at any time after the date hereof that the Merger is no longer advisable and withdraws its recommendation that the Company’s stockholders approve the Merger Proposal.