Common use of Stockholder Meetings Clause in Contracts

Stockholder Meetings. (a) Company shall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use commercially reasonable efforts to hold the Company Stockholders' Meeting and the Parent Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), Company shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate of Incorporation and Bylaws to effect the Merger. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger.

Stockholder Meetings. (a) The Company shall call and hold the Company Stockholders' Shareholders’ Meeting and Parent shall call and hold the Parent Stockholders' Shareholders’ Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and the Company and Parent shall use commercially reasonable efforts to hold the Company Stockholders' Shareholders’ Meeting and the Parent Stockholders' Shareholders’ Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent the Company or Parent from adjourning or postponing the Company Stockholders' Shareholders’ Meeting or the Parent Stockholders' Shareholders’ Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholdersshareholders. Unless the Company's ’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), the Company shall use commercially reasonable efforts to solicit from its stockholders shareholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders shareholders required by Delaware Florida Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its stockholders shareholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders shareholders required by Delaware Florida Law or applicable stock exchange requirements to obtain such approval. Unless the Company's ’s Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders shareholders required by applicable Law and such party's Certificate ’s Articles of Incorporation and Bylaws to effect the Merger. The Company's ’s obligation to call, give notice of, convene and hold the Company Stockholders' Shareholders’ Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Merger.

Stockholder Meetings. (a) Company shall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Parent and Company and Parent shall use commercially all reasonable efforts to hold the Company Parent Stockholders' Meeting and the Parent Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, Company shall use commercially all reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto Company shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate of Incorporation and Bylaws to effect the Merger. Company's obligation to call, give notice of, convene call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Company's Board of Directors recommendation regarding at any time subsequent to the Mergerdate hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) Company shall call and hold the Company Stockholders' Meeting and Parent Acquiror shall call and hold the Parent StockholdersAcquiror Shareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Acquiror and Company and Parent shall use commercially all reasonable efforts to hold the Company StockholdersAcquiror Shareholders' Meeting and the Parent Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent Acquiror from adjourning or postponing the Company Stockholders' Meeting or the Parent StockholdersAcquiror Shareholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Acquiror Common StockShares, as the case may be, necessary to conduct business at their respective meetings of the stockholdersstockholders or shareholders. Unless Company's Board board of Directors directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)6.4, Company shall use all commercially reasonable efforts to solicit from its stockholders shareholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent Acquiror shall use all commercially reasonable efforts to solicit from its stockholders shareholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders shareholders required by the Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto Company shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate of Incorporation and Bylaws to effect the Merger. Company's obligation to call, give notice of, convene call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited Company's board of directors at any time subsequent to the date hereof determines that this Agreement is no longer advisable or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Board of Directors recommendation regarding the Mergerrecommends that Company's stockholders reject it.

Stockholder Meetings. (a) Company shall call and hold the Company -------------------- Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use commercially all reasonable efforts to hold the Company Parent Stockholders' Meeting and the Parent Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 F-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, Company shall use commercially all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law the International Business Companies Act of the British Virgin Islands or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate certificate of Incorporation incorporation and Bylaws bylaws to effect the Merger. Company's obligation to call, give notice of, convene Company shall call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Company's Board of Directors recommendation regarding at any time subsequent to the Mergerdate hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) Company shall call and hold the Company Stockholders' -------------------- Meeting and Parent shall call and hold the Parent StockholdersShareholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use commercially reasonable efforts to hold the Parent Shareholders' Meeting and the Company Stockholders' Meeting promptly, and the Parent Stockholders' Meeting on the same day and as soon as practicable in no event more than 90 days, after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent StockholdersShareholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common StockADSs, as the case may be, necessary to conduct business at their respective meetings of the stockholdersstockholders or to approve this Agreement and the Merger or the Share Issuance, as the case may be. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, Company shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other reasonable action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other reasonable action necessary or advisable to secure the vote or consent of its stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate certificate of Incorporation incorporation and Bylaws bylaws or equivalent organizational documents to effect the Merger. Company's obligation to call, give notice of, convene Company shall call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Company's Board of Directors recommendation regarding at any time subsequent to the Mergerdate hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) Company shall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Company and Parent shall use commercially all reasonable efforts to hold the Company Parent Stockholders' Meeting and the Parent Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 F-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, Company shall use commercially all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law the International Business Companies Act of the British Virgin Islands or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each Each of the parties hereto shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate certificate of Incorporation incorporation and Bylaws bylaws to effect the Merger. Company's obligation to call, give notice of, convene Company shall call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Company's Board of Directors recommendation regarding at any time subsequent to the Mergerdate hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it.

Stockholder Meetings. (a) Company shall call and hold the Company -------------------- Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement/Prospectus, and Parent and Company and Parent shall use commercially all reasonable efforts to hold the Company Parent Stockholders' Meeting and the Parent Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the S-4 becomes effective. Nothing herein shall prevent Company or Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c)5.4, Company shall use commercially all reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Parent shall use commercially all reasonable best efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement/Prospectus and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware Law or applicable stock exchange requirements to obtain such approval. Unless Company's Board of Directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 5.2(c), each of the parties hereto Company shall take all other action reasonably necessary or advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's Certificate of Incorporation and Bylaws to effect the Merger. Company's obligation to call, give notice of, convene call and hold the Company Stockholders' Meeting in accordance with for the purpose of voting upon the approval of this Section 5.2(a) shall Agreement and the Merger whether or not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or any change in the Company's Board of Directors recommendation regarding at any time subsequent to the Mergerdate hereof determines that this Agreement is no longer advisable or recommends that Company's stockholders reject it.