Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. Subject to applicable law, each of IHK and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approval.

Stockholders Meetings. Subject to applicable law, each of IHK and the Company(a) The Seller, acting through its respective Board of Directors, shall, in accordance with subject to and according to applicable lawlaw and its Certificate of Incorporation and Bylaws, promptly and duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable to ensure obtaining requisite stockholder approval following the date on which the Registration Statement becomes effective the Seller Meeting for the purpose (in the case of the Company) of approving voting to approve and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in adopt this Agreement and approving the Merger (the "Company Stockholder ApprovalSeller Voting Proposal") or (in the case ). The Board of IHK) the issuance Directors of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), andSeller shall, subject to the fiduciary duties of the respective Boards Board of Directors of Seller under applicable law as determined advised in a written opinion by such directors in good faith after consultation with and based upon the advice of outside counsel, (i) recommend approval and adoption of the Seller Voting Proposal by the stockholders of the Seller and include in the Joint Proxy Statement such recommendation and (as defined ii) take all reasonable and lawful action to solicit and obtain such approval; provided, however, that in Section 6.02the context of an Acquisition Proposal the Board of Directors of Seller may withdraw such recommendation (and be relieved of its duty to solicit approval of Seller's shareholders) if (but only if) (i) the Board of each Directors of Seller has received a Superior Proposal and (ii) such Board of Directors upon advice of its outside legal counsel determines that it is required, in order to comply with its fiduciary duties under applicable law, to recommend such Superior Proposal to the stockholders of Seller. The Seller stockholder vote required for the approval of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor Seller Voting Proposal shall be a majority of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the outstanding shares of Company Seller Common Stock acquired pursuant to stock on the Offer or otherwise by IHK or Merger Sub will be voted in favor of record date for the Company Stockholder ApprovalSeller Meeting.

Stockholders Meetings. Subject The Company and, if required to applicable lawsatisfy the condition set forth in Section 6.01(c), each of IHK Parent shall call and hold the Company Stockholders Meeting and the CompanyParent Stockholders Meeting, acting through its respective Board of Directorsrespectively, shall, as promptly as practicable and in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable laws for the purpose (of voting upon the approval of the Merger and the adoption of this Agreement, in the case of the Company) Company Stockholders Meeting, and the issuance of approving and adopting Parent Common Stock in connection with the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (Merger, in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the any required Parent Stockholders Meeting. The Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject if required, Parent shall use all reasonable efforts to hold their respective stockholders meetings as soon as practicable after the date on which the Registration Statement becomes effective and, if a Parent Stockholders Meeting is required, on the same day (and at the same time of such day). Unless otherwise required under the applicable fiduciary duties of the respective Boards directors of Directors under applicable law the Company and Parent, as determined by such directors in good faith after consultation with and based upon the advice of their respective outside legal counsel, include the Company and, if required to satisfy the condition set forth in Section 6.01(c), Parent shall (a) recommend, in the Proxy Statement (as defined in Section 6.02) of each case of the Company, that the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approvalapproval and adoption this Agreement, as the Merger and the other transactions contemplated herein and, in the case may be. The Company of Parent, that Parent's stockholders vote in favor of the issuance of Parent Common Stock in connection with the Merger, and IHK agree to include in the Proxy Statement/Prospectus each such recommendation and (b) use commercially all reasonable efforts to cause solicit from their respective stockholders proxies in favor of the Special Meetings approval and adoption of the proposals recommended by them in subclause (a) above and take all other action necessary or advisable to occur within 30 days after secure the Registration Statement (as defined below in Section 3.21) is effective under the Securities Actvote or consent of stockholders to obtain such approval. IHK and Merger Sub agree that, at At the Company Stockholders' Stockholders Meeting, all Parent agrees to vote or to cause to be voted in favor of approval of the Merger, this Agreement and the transactions contemplated hereby, all shares of Company Common Stock acquired pursuant to for which the Offer beneficial owner is Parent or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approvalits subsidiaries.

Stockholders Meetings. Subject to applicable law, each of IHK Parent and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, law and subject to the fiduciary duties of their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (i) duly call, give notice of, convene and hold a special meeting (which, as may be duly adjourned, shall be referred to as the "Special Meetings" or the "Stockholders' Stockholders Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHKParent) for the purpose of approving the issuance of the shares of IHK Parent Common Stock to the stockholders of the Company in connection with the Merger (the "IHK Parent Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, (ii) include in the Proxy Statement (as defined in Section 6.025.07) of each of the Company and IHK Parent for use in connection with the -4- 9 Special MeetingsMeeting of each of the Company and Parent, the recommendation of their Boards respective Board of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK the Parent Stockholder Approval, as the case may be. The Parent, Sub and the Company and IHK agree to will use commercially reasonable efforts to cause the Special Meetings to occur within 30 forty-five (45) days after Parent and the Registration Statement Company have obtained from the Securities and Exchange Commission (as defined below in Section 3.21"SEC") is an order declaring effective a registration statement on Form S-4 registering under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Parent Common Stock acquired pursuant to be issued in the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder ApprovalMerger.

Stockholders Meetings. Subject to applicable law, each of IHK Surge and the CompanySeller, acting through its their respective Board Boards of Directors, shall, in accordance with applicable law, duly call, give notice of, convene law and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the their respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (a) jointly prepare a joint Proxy Statement/Prospectus for use in connection with obtaining the requisite stockholder approvals and the issuance of the Surge Securities pursuant to the Acquisition; (b) duly call, give notice of, convene and hold a special meeting (the "Special Meeting") of its respective stockholders as soon as practicable for the purpose (in the case of Seller), of approving as required by Nevada Business Corporation Law, the Acquisition, this Agreement and the transactions contemplated hereby (the "Seller Shareholder Approval") or in the case of Surge, of approving as required by the New York Law the Acquisition, this Agreement (including the transactions contemplated hereby), the Certificate of Amendment to the Certificate of Incorporation and the authorization and issuance of Class B Common Stock in connection with the Acquisition (the "Surge Stockholder Approval" and together with Seller Shareholder Approval, the "Stockholder Approvals"); and (c) include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK Statement/Prospectus for use in connection with the Special Meetings, Meeting of each of Surge and the Seller the recommendation of their respective Boards of Directors that stockholders vote in favor of the Company Surge Stockholder Approval or IHK the Seller Stockholder Approval, as the case may be. The Company Surge and IHK agree to the Seller will use commercially reasonable efforts to cause the Special Meetings to occur within 30 days as soon as practicable after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approvaldate hereof.