Engine Gaming Shareholder Resolution. The Engine Gaming Shareholder Approval shall have been obtained at the Engine Gaming Meeting.
Engine Gaming Shareholder Resolution Sample Clauses
Related to Engine Gaming Shareholder Resolution
Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.
Company Shareholders Meeting (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders Meeting is not postponed or adjourned more than an aggregate of fifteen (15) calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 6.5(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by shareholders of the Company prior to the Company Shareholders Meeting.
Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.
Stockholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.
Company Shareholder Meeting The Company shall (a) as soon as reasonably practicable, but not later than ten (10) Business Days following the earliest of (x) confirmation from the SEC that it has no further comments on the Schedule 13E-3 (including the Proxy Statement) and (y) confirmation from the SEC that the Schedule 13E-3 (including the Proxy Statement) is not to be reviewed, duly call and give notice of, and commence mailing of the Proxy Statement to the holders of all shares (whether or not entitled to vote) of the Company as of the record date established for, a meeting of shareholders of the Company (the “Company Shareholder Meeting”) to consider and vote upon the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby; (b) as promptly as reasonably practicable, take all actions necessary (including setting a record date in accordance with the MIBCA, conducting broker searches in accordance with the 1934 Act, and any other required actions) in order to comply with the foregoing, the MIBCA, the Company’s organizational documents and the applicable requirements of the NYSE; and (c) as promptly as reasonably practicable following the commencement of the mailing of the Proxy Statement, convene and hold the Company Shareholder Meeting, provided that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may (in consultation with Parent) adjourn or postpone the Company Shareholder Meeting to a later date (i) with Parent’s consent, (ii) to the extent that such adjournment or postponement is reasonably necessary to allow additional time for the filing and distribution of any supplement or amendment to the Proxy Statement that the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee has determined in good faith after consultation with their respective outside counsel and Parent is required by Applicable Law and for such supplement or amendment to be reviewed by the holders of Company Common Shares within a reasonable amount of time in advance of the Company Shareholder Meeting, (iii) after consultation with Parent and, without the consent of Parent, on no more than two (2) occasions for up to ten (10) Business Days each, to allow solicitation of additional proxies necessary to obtain the Company Shareholder Approval, or to ensure that there are sufficient Company Common Shares represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholder Meeting, or (iv) as otherwise required by Applicable Law; provided that the Company shall, if requested by Parent, postpone or adjourn the Company Shareholder Meeting (x) for the absence of quorum or (y) for up to ten (10) Business Days to allow additional solicitation of votes if necessary in order to obtain the Company Shareholder Approval; provided, however, that in each case, without the written consent of Parent, the Company shall not be permitted to postpone or adjourn the Company Shareholder Meeting for more than twenty (20) Business Days after the date of the most recently adjourned meeting or to a date after the date that is later than three (3) Business Days prior to the End Date. Notwithstanding the foregoing, the Board of Directors (acting solely in accordance with the recommendation of the Special Committee) or the Special Committee, in each case, acting on behalf of the Company, may adjourn or postpone the Company Shareholder Meeting to a date no later than the second Business Day after the expiration of the periods contemplated by Section 6.04(d). The Company agrees that no matters shall be brought before the Company Shareholder Meeting other than the adoption of this Agreement and approval of the Merger and other transactions contemplated hereby, and any related and customary procedural matters (including a proposal to adjourn the meeting to allow additional solicitation of votes).
The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:
Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.
Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.
