Common use of Approval by Parent Clause in Contracts

Approval by Parent. (a) As promptly as practicable, Parent, through its board of directors, will convene a meeting of its stockholders (the "Parent Stockholders' Meeting") for the purpose of voting upon, and will use its reasonable best efforts to solicit from its stockholders a vote in favor of, (i) approval of the Mergers, (ii) approval of the issuance of Parent Shares pursuant to the Capital Increase, (iii) the appointment of two additional members to Parent's board of directors as contemplated by Section 8.8, and (iv) such other matters as Parent reasonably believes are necessary to be approved under applicable law to consummate the Mergers in accordance with the terms hereof (collectively, the "Parent Proposals"). Notwithstanding anything in this Agreement to the contrary, (y) Parent shall be permitted to adjourn the Parent Stockholders' Meeting, from time to time, until such time as all other conditions set forth in Article IX (other than conditions which by their terms are to be satisfied at Closing) have been satisfied or duly waived and (z) unless this Agreement is terminated in accordance with its terms, Parent will call, hold and convene the Parent Stockholders' Meeting for the purpose of considering the approval of the Parent Proposals. (b) Subject to the provisions of this Section 8.2(b), Parent's board of directors will recommend that Parent's stockholders vote in favor of the Parent Proposals. Neither Parent's board of directors nor any committee thereof will amend modify, withdraw, condition or qualify the recommendation in a manner adverse to the Company unless Parent's board of directors determines in good faith, based on the advice of independent outside legal counsel, that the failure to so amend, modify or withdraw, condition or qualify the recommendation would be reasonably likely to result in a violation of its fiduciary duties under applicable law.