Common use of Action by Stockholders Clause in Contracts

Action by Stockholders. Except as otherwise required by the fiduciary duties of the Board of Directors of the Company under applicable law (as determined in good faith by the Special Committee after consulting with its outside legal counsel): (a) the Company, acting through its Board of Directors, shall, in accordance with applicable law, the Company's Certificate of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of stockholders (the "COMPANY STOCKHOLDERS' MEETING") as soon as reasonably practicable after the date of this Agreement for the purpose of adopting this Agreement and (b) the Company will, through the Board of Directors based on the recommendation of the Special Committee, recommend to its stockholders the adoption of this Agreement. Merger Sub and the Management Group shall vote all shares of Common Stock owned by them in favor of the adoption of this Agreement.