Common use of Company Shareholder Meeting Clause in Contracts

Company Shareholder Meeting. Following the clearance of the Proxy Statement/Prospectus by the SEC and subject to the other provisions of this Agreement, the Company shall, as soon as reasonably practicable thereafter, (i) mail the Proxy Statement/Prospectus to the Company’s shareholders and (ii) duly call, give notice of, convene and hold a special meeting of its shareholders (the “Company Shareholder Meeting”) for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby, including the Merger. Subject to Section 7.7, (A) the Company Board shall recommend a vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger and (B) the Proxy Statement/Prospectus shall include the Company Recommendation. Subject to Section 7.7, the Company will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger. Notwithstanding any other provision hereof, the Company may postpone or adjourn the Company Shareholder Meeting: (a) with the consent of Parent; (b) for the absence of a quorum; or (c) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior to the Company Shareholder Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Consolidated Communications Holdings, Inc.), Agreement and Plan of Merger (Enventis Corp)

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Company Shareholder Meeting. Following the clearance of the Proxy Statement/Prospectus Statement by the SEC and subject to the other provisions of this Agreement, the Company shall, as soon as reasonably practicable thereafter, (i) mail the Proxy Statement/Prospectus Statement to the Company’s shareholders and (ii) duly call, give notice of, convene and hold a special meeting of its shareholders holders of Company Common Stock and Series B Preferred (the “Company Shareholder Meeting”) for the purpose of voting upon the approval of this Agreement and the transactions contemplated hereby, including the Merger. Subject to Section 7.7, (A) the Company Board shall recommend a vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger and (B) the Proxy Statement/Prospectus Statement shall include the Company Recommendation. Subject to Section 7.7, the Company will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger. Notwithstanding any other provision hereof, the Company may postpone or adjourn the Company Shareholder Meeting: (a) with the consent of Parent; (b) for the absence of a quorum; or (c) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s shareholders holders of Company Common Stock and Series B Preferred prior to the Company Shareholder Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Digirad Corp), Agreement and Plan of Merger (ATRM Holdings, Inc.)

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Company Shareholder Meeting. Following As promptly as practicable after the clearance date of this Agreement (but not before the amendment of the Proxy Statement/Prospectus by Company Charter described in Section 4.4(b)(iii) of the SEC and subject to the other provisions of this AgreementCompany Disclosure Schedule), the Company shall, as soon as reasonably practicable thereafter, (i) mail shall take all action necessary in accordance with applicable Laws and the Proxy Statement/Prospectus Company Charter to the Company’s shareholders and (ii) duly call, give notice of, convene and hold a special meeting of its shareholders the Company Shareholders (the “Company Shareholder Meeting”) for the purpose of voting upon the approval of to consider and vote on proposals to approve this Agreement and the transactions contemplated herebyAgreement, including the Merger. Subject to Section 7.7, (A) the Company Board shall recommend a vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the Merger and the other Contemplated Transactions (B) the Proxy Statement/Prospectus shall include the Company Recommendation. Subject to Section 7.7collectively, the Company will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the transactions contemplated hereby, including the MergerShareholder Proposals”). Notwithstanding any other provision hereofanything else to the contrary herein, the Company may postpone or adjourn the Company Shareholder Meeting: Meeting (ai) with the consent of Parent; Radiant, (bii) for the absence of a quorum; , or (ciii) if the Company reasonably determines that the failure to adjourn, postpone or delay the Company Shareholder Meeting would be reasonably likely not to allow reasonable additional sufficient time for the filing and distribution of any supplemental required or amended disclosure which the Company Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental appropriate supplement or amended disclosure to be disseminated to and reviewed by the Company’s shareholders prior amendment to the Company Shareholder MeetingMeeting Notice. The Board of Directors of the Company has recommended that the Company Shareholders approve the Company Shareholder Proposals (the “Company Recommendation”). The Company shall ensure that all proxies solicited in connection with the Company Shareholder Meeting are solicited in material compliance with all applicable Laws. All materials (including any amendments thereto) submitted to the shareholders of the Company in accordance with this Section 5.2(a) shall be subject to Radiant’s review and the Company shall consider in good faith all reasonable comments proposed by Radiant.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Restoration Robotics, Inc.)

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