Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. STC shall call and hold the STC Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated hereby, and each of CGI and STC shall use all reasonable efforts to hold the CGI Stockholders' Meeting and the STC Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the Merger.

Stockholders Meetings. STC The Company shall call and hold the STC Company Stockholders' Meeting and CGI and, if applicable, Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated herebyhereby pursuant to the Proxy Statement, and each of CGI the Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting Meeting, if any, on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC If applicable, the Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI If applicable, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval, if required. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's articles or certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC The Company shall, subject to receipt of the Company Fairness Opinion, call and hold the Company Stockholders' Meeting and, if applicable, Parent shall call and hold the STC Parent Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting Meeting, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated herebyhereby pursuant to the Proxy Statement, and each of CGI the Company and STC Parent shall use all reasonable efforts to hold the CGI Parent Stockholders' Meeting Meeting, if any, and the STC Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI The Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy StatementStatement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Business Corporation Act or applicable stock exchange requirements to obtain such approval. If applicable, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's articles or certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting and CGI Parent shall call and hold the CGI 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 and the Merger contemplated herebyStatement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Parent Stockholders' Meeting and the STC Company Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC Except as otherwise contemplated by this Agreement, Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law NYBCL or applicable other stock exchange requirements to obtain such approval. CGI Except as otherwise contemplated by this Agreement, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby Share Issuance pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law DGCL or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting Meeting, and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, or solicit written stockholder consent, as the case may be, as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement Agreement, the Merger and the transactions contemplated hereby pursuant to the Joint Proxy Statement and the Merger contemplated herebyInformation Statement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting Meeting, if any, on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivehereof. STC Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement Agreement, the Merger and the Merger transactions contemplated hereby and the Amendment pursuant to the Joint Proxy Information Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements DGCL to obtain such approval. CGI Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement Agreement, the Merger and the Merger transactions contemplated hereby pursuant to the Joint Proxy Statement, Information Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements DGCL to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law law and such party's certificate Certificate of incorporation Incorporation and by-laws Bylaws to effect the Merger.

Stockholders Meetings. STC Subject to the fiduciary duties of the Company's Board of Directors, in the case of the Company Stockholders' Meeting, or the fiduciary duties of WAG's or Parent's Board of Directors, in the case of the Parent Stockholders' Meeting, the Company shall call and hold the STC Company Stockholders' Meeting and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, as promptly as practicable after the date hereof Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby pursuant to the Joint Proxy Statement Statement, and the Merger contemplated hereby, Company and each of CGI and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts If applicable and subject to solicit from its stockholders proxies in favor the fiduciary duties of the approval Board of this Agreement and Directors of the Merger contemplated hereby and Company, the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware General Corporation Law or applicable stock exchange requirements to obtain such approval. If applicable and subject to the fiduciary duties of the Board of Directors of Parent or WAG, Parent or WAG, as applicable, shall use all reasonable efforts to solicit from its stockholders proxies in favor of the issuance of Parent Common Stock or WAG Common Stock, as the case may be, in the Merger and the Capital Increase contemplated hereby pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the vote of stockholders required by the Delaware General Corporation Law or applicable stock exchange requirements to obtain such approval, if required. Each of the parties hereto shall shall, subject to the fiduciary duties of its Board of Directors, take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger.

Stockholders Meetings. STC shall call (a) Promptly after the date hereof, CC will take all action reasonably necessary in accordance with the MBCA and hold its Articles of Incorporation and Bylaws to cause the STC StockholdersCC Shareholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting to be held as promptly as practicable after following the date hereof effectiveness of the Registration Statement for the purpose of voting upon this Agreement, the approval Merger and the issuance of the CC Common Stock contemplated thereby, and SM will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to cause a meeting of SM's stockholders to be held or to solicit the written consent of SM's stockholders (the "SM Stockholders' Meeting") as promptly as practicable for the purpose of voting upon this Agreement pursuant and the Merger. Unless otherwise mutually agreed by SM and CC, SM and CC shall coordinate and cooperate with respect to the Joint Proxy Statement timing of such meetings and the Merger contemplated hereby, and each of CGI and STC shall use all their reasonable best efforts to hold the CGI Stockholders' Meeting and the STC Stockholders' Meeting such meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effectivehereof. STC CC and SM shall use all reasonable efforts to solicit from its their respective stockholders proxies in favor of the approval and adoption of this Agreement and approval of the Merger contemplated hereby and, in the case of CC shareholders, the election of the SM Directors to the board of directors of CC and the Amendment pursuant to issuance of the Joint Proxy Statement CC Common Stock in connection with the Merger, and shall will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the General Corporation Law rules of Nasdaq, the MBCA or applicable stock exchange requirements the DGCL, as applicable, to obtain such approvalapprovals. CGI shall use all reasonable efforts Notwithstanding anything to the contrary contained in this Agreement, CC may adjourn or postpone the CC Shareholders' Meeting, and SM may adjourn or postpone the SM Stockholders' Meeting, to the extent that (i) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to such party's stockholders in advance of the applicable vote or (ii) additional time is reasonably required to solicit from its stockholders proxies in favor of the approval approvals required by Section 7.01(a) or (iii) as of this Agreement and the Merger contemplated hereby pursuant to time for which such stockholders' meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such stockholders' meeting. CC shall ensure that CC Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by CC in connection with the CC Shareholders' Meeting are solicited, and SM shall take ensure that SM Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by SM in connection with SM Stockholders' Meeting are solicited, in each case, in compliance with the applicable provisions of the DGCL or MBCA, as the case may be, applicable charter documents, any applicable rules of Nasdaq and all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the Mergerlegal requirements.

Stockholders Meetings. STC Subject to the fiduciary duties of the Company's Board of Directors, in the case of the Company Stockholders' Meeting, or the fiduciary duties of WAG's or Parent's Board of Directors, in the case of the Parent Stockholders' Meeting, the Company shall call and hold the STC Company Stockholders' Meeting and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting Meeting, as promptly as practicable after the date hereof Registration Statement becomes effective for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby pursuant to the Joint Proxy Statement Statement, and the Merger contemplated hereby, Company and each of CGI and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts If applicable and subject to solicit from its stockholders proxies in favor the fiduciary duties of the approval Board of this Agreement and Directors of the Merger contemplated hereby and Company, the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware General Corporation Law or applicable stock exchange requirements to obtain such approval. If applicable and subject to the fiduciary duties of the Board of Directors of Parent or WAG, Parent or WAG, as applicable, shall use all reasonable efforts to solicit from its stockholders proxies in favor of the issuance of Parent Common Stock or WAG Common Stock, as the case may be, in the Merger and the Capital Increase contemplated hereby pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the vote of stockholders required by the Delaware General Corporation Law or applicable stock exchange requirements to obtain such approval, if required. Each of the parties hereto shall shall, subject to the fiduciary duties of its Board of Directors, take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation incorporation, as the case may be, and by-laws bylaws to effect the Merger. SECTION 7.03.

Stockholders Meetings. STC Company shall call and hold the STC Company Stockholders' Meeting Meeting, and CGI Parent shall call and hold the CGI Parent Stockholders' Meeting 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 and the Merger contemplated herebyStatement, and each of CGI Company and STC Parent shall use all reasonable efforts to hold the CGI Company Stockholders' Meeting and the STC Parent Stockholders' Meeting on the same day date and as soon as practicable after the date on which the Registration Statement becomes effective. STC Except as otherwise contemplated by this Agreement, Company shall use 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 and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by Delaware Law to obtain such approval. Except as otherwise contemplated hereby by this Agreement, Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Articles Amendment, the Share Issuance and the Amendment Domestication pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall use take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate Articles of incorporation Association or Certificate of Incorporation, as the case may be, and by-laws Memorandum of Association or bylaws, as the case may be, to effect the Merger.

Stockholders Meetings. STC shall call and hold the STC Stockholders' Meeting and CGI shall call and hold the CGI Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Merger contemplated hereby, and each of CGI and STC shall use all reasonable efforts to hold the CGI Stockholders' Meeting and the STC Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. STC shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby and the Amendment pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. CGI shall use all reasonable efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the General Corporation Law or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and by-laws to effect the Merger. SECTION 7.03.