Common use of Stockholders Meetings Clause in Contracts

Stockholders Meetings. The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.

Stockholders Meetings. The Company will take, in accordance with its charter and bylaws, all action necessary to convene a meeting of holders of Shares (the "Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the Merger, and the Company's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and shall take all lawful action to solicit such approval; provided that the Company's board of directors may modify or withdraw such recommendation following receipt of a Superior Proposal. Parent will take, in accordance with its charter and by-laws, all action necessary to convene a meeting of holders of Parent Common Stock (the "Parent Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the approval of the issuance of Parent Common Stock in the Merger, and Parent's board of directors, subject to fiduciary obligations under applicable law, will recommend such approval by its stockholders, will not withdraw or modify such recommendation and will take all lawful action to solicit such approval. Prior to the Parent Stockholders Meeting, Parent shall not enter into any agreement relating to a Parent Acquisition Proposal that is conditioned upon the Merger not being consummated (it being understood the Parent shall remain obligated both before and Trust each shall, as soon as practicable following after the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Stockholders Meeting and to perform the Trust Shareholder Meeting, covenants set forth in Section 6.5(c) in accordance with the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Companyprovisions thereof).

Stockholders Meetings. (a) The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, Company shall call a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") to be held as promptly as practicable for the purpose of considering voting upon the approval and adoption of this Agreement. The Company will, through its Board of Directors, recommend to its stockholders approval and adoption of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Companyand, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of if the Company shall have withdrawn determines such approval to be necessary or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoingappropriate, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings Distribution and shall use all reasonable efforts to hold such meetings on meeting as soon as practicable after the same daydate hereof; provided, however, that the Board of Directors of the Company may fail to make such a recommendation, or withdraw, modify or change any such recommendation if it determines after receiving the advice of outside counsel that making such recommendation, or that the failure to withdraw, modify or change its recommendation, would be inconsistent with its fiduciary duties under applicable law. At the (b) Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause call a meeting of its stockholders to be submitted to their respective shareholders or stockholders, held as applicable, a proposal to amend Parent's Articles promptly as practicable for the purpose of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, voting upon the approval of the issuance of the shares of Parent Common Stock to the Company.'s stockholders pursuant to this Agreement. Parent will, through its Board of Directors, recommend to its stockholders such approval and shall use all reasonable efforts to hold such meeting as soon as practicable after the date hereof; provided, however, that the Board of Directors of Parent may fail to make such a recommendation, or withdraw, modify or change any such recommendation if it determines after receiving the advice of outside counsel that making such recommendation, or that the failure to withdraw, modify or change its recommendation, would be inconsistent with its fiduciary duties under applicable law. Section 6.4

Stockholders Meetings. The Company, Parent and Trust each (a) Company shall, as soon promptly as reasonably practicable following after the date of this Agreement, Agreement (i) take all steps reasonably necessary in accordance with the Applicable Laws and the Company Certificate and Company Bylaws to duly call, give notice of, convene and hold, hold a special or annual meeting of its stockholders or shareholders (respectively, the "“Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings"”) for the purpose of considering securing the Company Stockholders’ Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in accordance with Applicable Laws and its Company Certificate and Company Bylaws, (iii) use all commercially reasonably efforts to solicit from its stockholders proxies in favor of approval of this Agreement and to take all other action necessary or advisable to secure the Company Stockholders’ Approval, and (in the case iv) cooperate and consult with Parent with respect to each of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust)foregoing matters. The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except Except to the extent expressly permitted by this Section 5.5(a) or Section 5.1: (A) the Proxy Statement/Prospectus shall include a statement to the effect that the Board of Directors directors present and voting at a duly called and held meeting of the Company shall have withdrawn or modified its approval or recommendation Board have, by resolution adopted by all directors present and voting at a duly called and held meeting, recommended that the Company Stockholders vote in favor of adoption of this Agreement at the Company Stockholder Meeting and (B) neither the Company Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to Parent, such recommendation of the Merger as permitted by Section 4.3(b)Company Board that the Company Stockholders vote in favor of 59 adoption of this Agreement. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 5.5(a) shall not be affected by the commencement, public proposal, public disclosure or communication to Company or any other Person of any Acquisition Proposal. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit the Company of any takeover proposal. The CompanyBoard from failing to make or from withdrawing, Parent and Trust shall coordinate and cooperate with respect amending or modifying its recommendation to the timing Company Stockholders (collectively, a “Change in the Company Board Recommendation”), provided that the Company Board determines in good faith and after consultation with its outside legal advisors that such action is necessary for the Company Board to comply with its fiduciary duties to Company or the Company Stockholders under Applicable Laws, but only after (y) providing written notice to Parent that it is prepared to make the determination permitted by this Section 5.5(a) and setting forth the reasons therefor and (z) for a period of five business days after providing such notice, Company negotiates with Parent in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Company Board to proceed with its recommendation of this Agreement, and at the end of such meetings and shall use all reasonable efforts to hold such meetings on period the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the CompanyCompany Board maintains its determination permitted by this Section 5.5(a) (after taking into account any proposed adjustments).

Stockholders Meetings. The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.. Section 5.2

Stockholders Meetings. (a) The Company, Parent acting through the Company Board, shall take all actions in accordance with applicable law (including all applicable requirements of the Code and Trust each shall, as soon as practicable following ERISA with respect to the date shares of this Agreement, Company Common Stock held by any Company Employee Plan) and its Certificate of Incorporation and By-laws to promptly and duly call, give notice of, convene and holdhold as promptly as practicable, a meeting and in any event within 45 days after the declaration of its stockholders or shareholders (respectivelyeffectiveness of the Registration Statement, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") Stockholders Meeting for the purpose of considering and voting upon the Company Voting Proposal. Subject to Section 6.1(b), to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of this Agreement (the Company Voting Proposal by the stockholders of the Company and include in the case Joint Proxy Statement/Prospectus such recommendation, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company) and 's stockholders vote in favor of the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust)Company Voting Proposal. The Company, Parent Company shall take all action that is both reasonable and Trust will, through their respective Boards lawful to solicit from its stockholders proxies in favor of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters Company Voting Proposal and shall not withdraw take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the rules of the Nasdaq Stock Market or the DGCL to obtain such recommendation except approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with the Buyer, the Company may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the Board of Directors Joint Proxy Statement/Prospectus is provided to the Company's stockholders or, if as of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, time for which the Company agrees that its obligations pursuant to Stockholders Meeting is originally scheduled (as set forth in the first sentence Joint Proxy Statement/Prospectus) there are insufficient shares of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.Common Stock represented