Common use of Action of Stockholders Clause in Contracts

Action of Stockholders. If required by law to approve the Merger, ---------------------- the Company shall take all action necessary in accordance with the Delaware Law and its Restated Certificate of Incorporation and By-Laws to convene a meeting of its stockholders promptly after the Expiration Date to consider and vote upon this Agreement. If a meeting of the Company's stockholders is to be called, the Company shall, if and to the extent requested by Purchaser, use all reasonable efforts to solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and shall take all other action reasonably necessary, or which otherwise may be reasonably requested by Purchaser, to secure a vote of stockholders in favor of adoption of this Agreement, subject to the exercise of fiduciary duties by the Board of Directors under applicable law. At any such meeting, Purchaser shall vote or cause to be voted all of the Shares then owned by Purchaser or its subsidiaries in favor of adoption of this Agreement and the Company shall vote or cause to be voted all Shares with respect to which proxies in the form distributed by the Company have been given, and not voted against the adoption of this Agreement, in favor of adoption of this Agreement.