Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) Subject to Section 7.03 and Section 9.01, as promptly as reasonably practicable, but in any event no later than five calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall in accordance with applicable Law and its memorandum and articles of association take all action necessary to call, give notice of, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. No later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date), (i) with the consent of Parent, (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Sequoia Capital China I Lp), Agreement and Plan of Merger (Le Gaga Holdings LTD), Agreement and Plan of Merger (Chiu Na Lai)

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Company Shareholders Meeting. (a) Subject to Section 7.03 7.03(d) and Section 9.01, as promptly as reasonably practicable, but in any event no later than five calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement7.03(e), the Company shall take, in accordance with applicable Law and Law, its memorandum and articles of association take and the rules of the NASDAQ, all action necessary to call, give notice of, set a record date for, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. No later than the thirtieth calendar day Approval as promptly as reasonably practicable after the date SEC confirms it has no further comments on which the notice of Schedule 13E-3 (including the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of associationProxy Statement filed therewith as an exhibit); provided, however, for the avoidance of doubt, provided that the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date), (i) with the written consent of Parent, (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined (acting upon recommendation of the Special Committee) in good faith after consultation with outside counsel is necessary or advisable under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global-Tech Advanced Innovations Inc.)

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Company Shareholders Meeting. (a) Subject to Section 7.03 and Section 9.01, as a)As promptly as reasonably practicable, but in any event no later than five calendar days, practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and (including the Proxy StatementStatement filed therewith as an exhibit), the Company shall take, in accordance with applicable Law Laws and its memorandum and articles of association take association, all action necessary to call, give notice of, and convene an extraordinary general meeting of its shareholders (the "Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. No later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of associationShareholders Meeting"); provided, however, for the avoidance of doubt, that the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty calendar days (but in any event no later than the End Date)Shareholders Meeting, (i) with the consent of Parent, (ii) if at the time the Company Shareholders’ Shareholders Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Shareholders Meeting, or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law Laws and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s 's shareholders prior to the Company Shareholders’ Shareholders Meeting. For the avoidance of doubt, in the event that subsequent to the date hereof, the Company Board makes a Change of Recommendation and/or authorizes the Company to terminate this Agreement pursuant to Section 6.4(d), the Company shall not be required to convene the Company Shareholders Meeting and submit this Agreement to the holders of the Shares for approval.

Appears in 1 contract

Samples: Agreement and Plan of Merger (3SBio Inc.)

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