Common use of Company Shareholders Meeting Clause in Contracts

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Company Shareholders Meeting as promptly as practicable after the Registration Statement is declared effective and the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and in any event within forty (40) days after the Registration Statement is declared effective), to consider and vote upon the approval of the Agreement and the Transactions and to cause such vote to be taken, to secure the Requisite Company Vote and shall not postpone or adjourn such meeting except to the extent required by Law or its Organizational Documents. Subject to 6.2(d)(ii), the Company Board shall recommend such adoption. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL, the NASDAQ listing standards and its Organizational Documents. Unless this Agreement is terminated pursuant to Article VIII, the Company shall take all of the foregoing actions, including convening the Company Shareholders Meeting and securing the Requisite Company Vote, whether or not the Company Board at any time subsequent to the date of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined that this Agreement is no longer advisable or recommends that the shareholders of the Company reject it, and the Company’s obligations pursuant to this Section 6.4 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.

Company Shareholders Meeting. (a) The Company will takeshall, as soon as practicable following execution of this Agreement and in accordance with applicable Law this Agreement and promptly following clearance by the SEC of the Proxy Statement, duly call, give notice of, convene and hold a special meeting of its Organizational Documents, all action necessary to convene shareholders (the “Company Shareholders Meeting Meeting”), to be held as promptly soon as reasonably practicable after the Registration Statement is declared effective date hereof, for the purpose of considering and the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and in any event within forty (40) days after the Registration Statement is declared effective), to consider and vote taking action upon the approval adoption of the this Agreement and the Transactions Amalgamation. The Company shall: (i) through its Board of Directors, recommend to its shareholders that they adopt this Agreement and the Company shall include such recommendation in the Proxy Statement; and (ii) use commercially reasonable efforts to cause such vote solicit from its shareholders proxies in favor of the adoption of this Agreement and the Amalgamation and pursuant to be taken, the Proxy Statement and shall take all other actions necessary or advisable to secure the Requisite Company Vote and shall not postpone vote or adjourn such meeting except to the extent consent of shareholders required by Law or its Organizational Documents. Subject to 6.2(d)(ii), the Companies Act for the Company to effect the Amalgamation; provided, however, that the Board of Directors of the Company may fail to make or may withdraw, modify or change such recommendation and/or may fail to use such commercially reasonable efforts and take other actions if the Board shall recommend such adoptionhave determined in accordance with Section 6.05 that a Company Competing Transaction constitutes a Superior Proposal. The Proxy Statement shall provide for a vote by Company shareholders on this Agreement and the Amalgamation. The Company shall otherwise comply with the notice requirements applicable agrees that, except as permitted by Section 6.05 and subject to the Company in respect requirements of the Company Shareholders Meeting pursuant to the ICLapplicable Law, the NASDAQ listing standards and its Organizational Documents. Unless this Agreement is terminated pursuant to Article VIII, the Company shall take all of the foregoing actions, including convening the Company Shareholders Meeting and securing the Requisite Company Vote, whether or not the Company Board at any time subsequent to the date of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined that this Agreement is no longer advisable or recommends that the shareholders of the Company reject it, and the Company’s obligations pursuant to this Section 6.4 7.01(a) shall not be limited to, or otherwise affected by, by the commencement, disclosure, announcement public disclosure or submission communication to the Company of any Acquisition ProposalProposal or Company Competing Transaction.

Company Shareholders Meeting. (a) The Subject to the provisions of Section 6.04 and 9.01 herein, Company will take, in accordance with applicable Law shall call and its Organizational Documents, all action necessary to convene hold the Company Shareholders Shareholders' Meeting as promptly as practicable after the Registration Statement is declared effective and date hereof for the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and in any event within forty (40) days after the Registration Statement is declared effective), to consider and vote purpose of voting upon the approval of the this Agreement and the Transactions Merger pursuant to the Proxy Statement, and Company shall use all reasonable efforts to cause such vote hold the Company Shareholders' Meeting as soon as practicable after the date on which the Registration Statement becomes effective. Unless Company's board of directors has withdrawn its recommendation of this Agreement and the Merger in compliance with Section 6.04, Company shall use all reasonable efforts to be taken, solicit from its shareholders proxies in favor of the approval and adoption of this Agreement and the Merger pursuant to the Proxy Statement and shall take all other action necessary or advisable to secure the Requisite Company Vote and shall not postpone vote or adjourn such meeting except to the extent consent of shareholders required by New York Law or its Organizational Documentsapplicable other stock exchange requirements to obtain such approval. Subject to 6.2(d)(ii), the Company Board shall recommend such adoption. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting pursuant to the ICL, the NASDAQ listing standards and its Organizational Documents. Unless this Agreement is terminated pursuant to Article VIII, the Company shall take all other action necessary or, in the reasonable opinion of Parent, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and Company's certificate of incorporation and bylaws to effect the foregoing actionsMerger. Subject to the right of Company to terminate this Agreement set forth in Section 9.01 hereof, including convening Company shall call and hold the Company Shareholders Shareholders' Meeting for the purpose of voting upon the approval and securing adoption of this Agreement and the Requisite Company Vote, Merger whether or not the Company Board Company's board of directors at any time subsequent to the date of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined hereof determines that this Agreement is no longer advisable or recommends that the Company's shareholders of the Company reject it, and the Company’s obligations pursuant to this Section 6.4 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal.

Company Shareholders Meeting. (a) The Subject to Section 5.6 and Article VII, the Company, acting through the Company will takeBoard of Directors, shall take all actions in accordance with applicable Law law, the Company Articles of Incorporation, the Company Bylaws and its Organizational Documentsthe rules of Nasdaq to duly call, all action necessary to give notice of, convene and hold as promptly as practicable the Company Shareholders Meeting as promptly as practicable after for the Registration Statement is declared effective purpose of considering and the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and in any event within forty (40) days after the Registration Statement is declared effective), to consider and vote voting upon the approval of the Agreement and the Transactions and to cause such vote to be taken, to secure the Requisite Company Vote and shall not postpone or adjourn such meeting except to the extent required this Agreement. Except as permitted by Law or its Organizational Documents. Subject to 6.2(d)(iiSection 5.6(b), (i) the Company Board of Directors shall recommend such adoption. The Company shall otherwise comply with the notice requirements applicable to approval of this Agreement by the Company Shareholders and include such recommendation in respect the Proxy Statement and (ii) neither the Company Board of Directors nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to Parent, the recommendation of the Company Board of Directors that the Company Shareholders Meeting pursuant to vote in favor of the ICL, the NASDAQ listing standards and its Organizational Documentsapproval of this Agreement. Unless this Agreement is has been duly terminated pursuant in accordance with the terms herein (including payment of any termination fees payable under Article VII), subject to Article VIIIthe right of the Company Board of Directors to modify its recommendation in a manner adverse to Parent under certain circumstances as specified in Section 5.6(b), the Company shall take all lawful action to solicit from the Company Shareholders proxies in -33- favor of the foregoing actionsproposal to approve this Agreement and take all other action necessary or advisable to secure the vote or consent of the Company Shareholders that are required by the rules of Nasdaq or the MBCA. Notwithstanding anything to the contrary contained in this Agreement, including convening the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting and securing to the Requisite Company Vote, whether extent necessary to ensure that any legally required supplement or not amendment to the Proxy Statement is provided to the Company Board at any Shareholders or, if as of the time subsequent for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Company Common Stock (i) represented (either in person or by proxy) to constitute a quorum necessary to conduct the date of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined that this Agreement is no longer advisable or recommends that the shareholders business of the Company reject it, and the Company’s obligations pursuant Shareholders Meeting or (ii) voted to approve this Section 6.4 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalAgreement.

Company Shareholders Meeting. (a) The Company will take, in accordance with applicable Law shall: (1) call and its Organizational Documents, all action necessary to convene hold the Company Shareholders Shareholders' Meeting as promptly as practicable for the purpose of voting upon the adoption of this Agreement; (2) use its reasonable best efforts to hold the Company Shareholders' Meeting as soon as practicable after the date on which the Registration Statement is declared effective becomes effective; and the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and 3) in any event hold such Company Shareholders' Meeting within forty (40) 45 days after the date on which the Registration Statement is declared becomes effective), . The Company shall use its reasonable best efforts to consider and vote upon solicit from its shareholders proxies in favor of the approval of the Agreement Merger and the Transactions adoption of this Agreement, and to cause such vote to be taken, shall take all other action necessary or advisable to secure the Requisite Company Vote and shall not postpone vote or adjourn such meeting except to the extent consent of shareholders required by Law or its Organizational Documentsthe rules of The Nasdaq National Market and the GBCC. Subject to 6.2(d)(ii)Without limiting the generality of the foregoing, the Company Board shall recommend such adoption. The Company shall otherwise comply with the notice requirements applicable to the Company in respect of the Company Shareholders Meeting agrees that its obligations pursuant to the ICL, the NASDAQ listing standards and its Organizational Documents. Unless this Agreement is terminated pursuant to Article VIII, the Company shall take all of the foregoing actions, including convening the Company Shareholders Meeting and securing the Requisite Company Vote, whether or not the Company Board at any time subsequent to the date first sentence of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined that this Agreement is no longer advisable or recommends that the shareholders of the Company reject it, and the Company’s obligations pursuant to this Section 6.4 7.02(a) shall not be limited to, or otherwise affected by, by the commencement, disclosurepublic proposal, announcement public disclosure or submission communication to the Company of any Acquisition Proposalproposal or offer for a Competing Transaction; provided, however, that if the Company's board of directors withholds, withdraws, amends, modifies or changes its recommendation in favor of the Merger pursuant to and in accordance with Section 7.01(c) hereof, with the result that the Company's board of directors no longer recommends that the Company's shareholders vote in favor of the Merger, then the obligations of the Company set forth in the second sentence of this Section 7.02 shall be limited to holding the Company Shareholders' Meeting and mailing proxy materials to its shareholders in that regard, with no duty to seek to encourage votes in favor of the Merger.

Company Shareholders Meeting. Unless the Company Board has withdrawn or adversely modified the Company Recommendation (aas defined below) The in accordance with Section 6.6(c), the Company will takeshall, in accordance with applicable Law and its Organizational Documentsthe Company Articles of Incorporation and Company Bylaws, all action necessary to duly call, give notice of, convene and hold the Company Shareholders Meeting as promptly as practicable after the Registration date that the Proxy Statement is declared effective and cleared by the SEC and the ISA advise that they have no further comments on the Proxy/Prospectus (and in any event within forty (40) days after the Registration Statement is declared effective), to consider and vote upon the approval of the Agreement and the Transactions and to cause such vote to be taken, to secure the Requisite Company Vote and shall not postpone or adjourn such meeting except SEC. Except to the extent required by Law that the Company Board shall have withdrawn, qualified or modified its Organizational Documents. Subject to 6.2(d)(iiapproval or recommendation of this Agreement or the Merger in compliance with Section 6.6(c), the Company Board shall recommend to holders of the Company Common Shares that they approve this Agreement and the Merger and shall include such adoptionrecommendations in the Proxy Statement (the “Company Recommendation”). The Subject to the first sentence of this Section 6.5 and, subject to Section 6.6(c), the Company shall otherwise comply will use commercially reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of the approval of this Agreement and the Merger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the notice requirements applicable Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in respect the Proxy Statement), there are insufficient Company Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting pursuant to the ICL, the NASDAQ listing standards and its Organizational Documents. Unless this Agreement is terminated pursuant to Article VIII, the Company shall take all of the foregoing actions, including convening the Company Shareholders Meeting and securing the Requisite Company Vote, whether or not the Company Board at any time subsequent to the date of this Agreement shall have effected a Change of Recommendation or otherwise shall have determined that this Agreement is no longer advisable or recommends that the shareholders of the Company reject it, and the Company’s obligations pursuant to this Section 6.4 shall not be limited to, or otherwise affected by, the commencement, disclosure, announcement or submission to the Company of any Acquisition ProposalMeeting.