Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. Exodus shall promptly after the date hereof take all action necessary in accordance with Delaware Law, Nasdaq rules and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exodus Communications Inc), Agreement and Plan of Merger (Global Crossing LTD)

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Meeting of Stockholders. Exodus shall promptly Promptly after the date hereof Registration Statement is declared effective under the Securities Act, each of Parent and Company will take all action necessary in accordance with Delaware Law, Nasdaq rules the DGCL and its Certificate respective certificate of Incorporation incorporation and Bylaws bylaws to call, hold and convene a meeting of its respective stockholders to consider, in the stockholders case of Exodus for Parent, the purpose Parent Stock Issuance, and, in the case of approving the issuance Company, adoption and approval of shares this Agreement and approval of Exodus Common Stock in the Merger (referred to as the each, a "Exodus Stockholders Stockholders' Meeting") to be held as soon promptly as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and(within 45 days, except as provided in the next sentenceif practicable, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary permitted by applicable law and the regulations of the NYSE and Nasdaq) after the declaration of effectiveness of the Registration Statement. Each of Parent and Company will use reasonable best efforts to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote hold their respective Stockholders' Meetings on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled same date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement. Subject to Section 6.5(d), there are insufficient shares each of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene Parent and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall Company will use its best all reasonable efforts to solicit from its respective stockholders of Exodus proxies in favor of, in the case of Parent, the Parent Stock Issuance, and, in the case of the issuance Company, the adoption and approval of share this Agreement and the approval of Exodus Common Stock in the Merger Merger, and shall, subject to the Exodus board's fiduciary duty, will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of NYSE, NASDAQ or the DGCL, as applicable, to effect obtain such approvals. Notwithstanding anything to the Merger.contrary contained in this Agreement, Parent or Company, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to its respective stockholders in advance of a vote on the Parent Stock Issuance or the Merger and this Agreement, as the case may be, or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient Shares or insufficient shares of Parent Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders'

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HNC Software Inc/De), Agreement and Plan of Merger (Fair Isaac & Company Inc)

Meeting of Stockholders. Exodus The Company agrees that it shall, on the same day that Merger Subsidiary and Parent file with the SEC the Schedule 14D-1, file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Tender Offer (including exhibits, and as amended from time to time, the "Schedule 14D-9"), which shall reflect the actions of the board of directors of the Company referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, Parent and Merger Subsidiary each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 to the extent that it shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Merger Subsidiary shall cooperate fully in the preparation of the Schedule 14D-9 prior to its being filed with the SEC. Parent and Merger Subsidiary, and their counsel, shall be given the reasonable opportunity to review and comment on the Schedule 14D-9 and any amendments thereto prior to the filing thereof with the SEC. The Company shall provide Parent and Merger Subsidiary, and their counsel, with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the date hereof take receipt thereof. The Company shall provide Parent and Merger Subsidiary and their counsel with a reasonable opportunity to participate in all action necessary in accordance communications with Delaware Law, Nasdaq rules the SEC and its Certificate of Incorporation staff, including any meetings and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing telephone conferences, relating to the stockholders of ExodusTender Offer or this Agreement. Exodus The Schedule 14D-9 shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of contain the recommendation of the Board board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor directors of the issuance Company that the holders of share Common Shares accept the Tender Offer, unless the Company's board of Exodus Common Stock directors determines in the Merger good faith, after consultation with and shallreceipt of advice of outside legal counsel, subject that it is required in order for its directors to the Exodus board's comply with their respective fiduciary dutyduties under applicable law to withdraw, take all other action necessary modify or advisable qualify its recommendation in a manner adverse to secure the vote or consent of stockholders required Parent in response to effect the Mergera Superior Proposal.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Orion Capital Corp), Agreement and Plan of Merger (Royal Group Inc/)

Meeting of Stockholders. Exodus shall promptly after the date hereof take all action necessary (a) The Company, acting through its Board of Directors, shall, in accordance with Delaware Law, Nasdaq rules the DGCL and its Certificate certificate of Incorporation incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date bylaws promptly and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to duly call, give notice of, convene and hold on the Exodus Stockholders same date and at the same time as the Acquiror's Stockholders' Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)herein), or by any withdrawal, amendment or modification a special meeting of the recommendation Company's stockholders to consider approval and adoption of this Agreement and the Merger (the "Company Stockholders' Meeting"), and the Company shall consult with the Acquiror in connection therewith. Except as may be otherwise required for the Board of Directors of Exodus the Company to comply with respect its fiduciary duties to stockholders imposed by Law as set forth in Section 6.3 hereof, the MergerBoard of Directors of the Company shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company and include in the Registration Statement and Proxy Statement a copy of such recommendations. Exodus Except as the Board of Directors of the Company, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by law as set forth in Section 6.3, the Company shall use its best all reasonable efforts to solicit from stockholders of Exodus the Company proxies in favor of the issuance approval and adoption of share of Exodus Common Stock in this Agreement and the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL and its certificate of incorporation and bylaws to effect approve and adopt this Agreement and the Merger.. (b) The Acquiror, acting through its Board of Directors, shall, in accordance with the MGCL and its articles of incorporation and bylaws promptly and duly call, give notice of, convene and hold, on the same date and at the same time as the Company's Stockholders' Meeting, a special meeting of the Acquiror's stockholders to consider approval of the issuance of the shares of Acquiror Common Stock contemplated by this Agreement (the "Acquiror's Stockholders' Meeting", and together, with the Company Stockholders' Meeting, the "Stockholders' Meetings") and the Acquiror shall consult with the Company in connection therewith. Except as the Board of Directors of the Acquiror, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by Law, the Board of Directors of the Acquiror shall recommend approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Acquiror and include in the Registration Statement and Proxy Statement a copy of such recommendation. Except as the Board of Directors, after consultation with outside legal counsel, shall determine in good faith to be required to comply with its fiduciary duty to stockholders imposed by Law, the Acquiror shall use all reasonable efforts to solicit from stockholders of the Acquiror proxies in favor of the issuance of such shares of Acquiror Common Stock and to secure the

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Unitrode Corp), Agreement and Plan of Merger (Unitrode Corp)

Meeting of Stockholders. Exodus shall promptly after Following execution of this Agreement, the date hereof Company will take all action necessary in accordance with Delaware Lawapplicable law, Nasdaq rules the Company Charter and its Certificate of Incorporation and the Company Bylaws to convene a meeting of the stockholders Company Stockholders as promptly as practicable to consider and vote upon the approval and adoption of Exodus this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The meeting of the Company Stockholders shall be duly called with written notice thereof to be given and a summary of this Agreement and any other relevant disclosure information to be provided in accordance with applicable law for the purpose of approving voting upon the issuance approval and adoption of shares of Exodus Common Stock in this Agreement, the Merger (referred and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to as obtain the "Exodus written consent, in lieu of the Company Stockholders' meeting, of the Company Stockholders Meeting") as soon as practicable after to the date --------------------------- that approval and adoption of this Agreement, the Exodus Proxy Statement Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions. The Company Board shall be cleared recommend approval and adoption of this Agreement, the Merger and, if approval is so required by applicable law or the Company Charter or Company Bylaws, the other Transactions by the SEC for mailing to the stockholders of ExodusCompany Stockholders. Exodus shall consult In connection with the Company regarding Stockholders' meeting or, if permitted by applicable law or the date Company Charter or Company Bylaws, the solicitation of or any postponements or adjournments of written 42 consents in lieu thereof, the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall Company will use its best efforts to obtain the necessary approvals by the Company Stockholders of this Agreement, the Merger and, if required by applicable laws or the Company Charter or Company Bylaws, the other Transactions and will otherwise comply with all legal requirements applicable to the Company Stockholders' meeting or the solicitation of written consents in lieu thereof. The Parent shall have the right to review and approve such disclosure information, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Company shall not call such meeting, or solicit such written consent in lieu thereof, prior to obtaining from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common all Company Stockholders who may receive Parent Company Stock in the Merger and shalldelivering to Parent, subject to a written Company Stockholder representation letter in the Exodus boardform set forth as EXHIBIT B hereto, which representation letter sets forth such Company Stockholder's fiduciary duty, take all other action necessary or advisable to secure status as an "accredited investor" within the vote or consent meaning of stockholders required to effect the MergerSecurities Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inverness Medical Technology Inc/De)

Meeting of Stockholders. Exodus shall promptly Promptly after the date hereof hereof, each of Parent and the Company will take all action necessary or advisable in accordance with Delaware Law, Nasdaq rules Law and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting the Company Stockholders' Meeting and the Parent Stockholders' Meeting to consider, in the case of Parent, the Charter Amendment (which shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus) and the Share Issuance (which shall be conditioned on the approval of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock Charter Amendment but shall not be conditioned on any other proposal that may be set forth in the Merger (referred to as Joint Proxy Statement/Prospectus), and in the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders case of Exodus. Exodus shall consult with the Company regarding adoption of this Agreement and approval of Merger I, respectively (each, a "STOCKHOLDERS' MEETING"), to be held as promptly as practicable. Subject to Section 5.3(d), each of Parent and the date Company will use its commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of or any postponements or adjournments of Parent, the Exodus Stockholders Meeting Charter Amendment and the Share Issuance and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent case of the Company, the adoption of this Agreement and approval of Merger I, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the foregoing two sentencescontrary contained in this Agreement, Exodus Parent or the Company, as the case may be, may adjourn or postpone the Exodus Stockholders its Stockholders' Meeting (i) to the extent necessary to ensure that facilitate the provision of any necessary supplement or amendment or supplement to the Exodus Joint Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is Statement/Prospectus provided to Exodus its respective stockholders in advance of a the vote on the Merger (in which case the Exodus Stockholders Meeting shall to be held on the next legally permissible business daytaken at such meeting or, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, if as of the time for which the Stockholders' Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Joint Proxy Statement), /Prospectus) there are insufficient shares of Exodus Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute the a quorum necessary to conduct the business of such Stockholders' Meeting. Each of Parent and the Exodus Stockholders Company shall ensure that its respective Stockholders' Meeting (is called, noticed, convened, held and conducted, and that all proxies solicited by it in which connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or the Company, as the case the Exodus Stockholders Meeting shall be adjourned until such quorum is availablemay be, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders its Stockholders' Meeting in accordance with this Section 5.2 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus it of any Third Party Acquisition Proposal (as defined in Section 5.7(b5.3(g))) with respect to it, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.of

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Virologic Inc)

Meeting of Stockholders. Exodus shall promptly after the date hereof Promptly following execution of this Agreement, each of Xxxxxxx and RMSI will take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate of Incorporation their respective charter and Bylaws bylaws to convene a meeting of the their respective stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon promptly as practicable after to consider and vote upon the date --------------------------- approval of this Agreement and the consummation of the transactions contemplated hereby. The Board of Directors of each of Xxxxxxx and RMSI has recommended that their respective stockholders approve this Agreement and the Exodus transactions contemplated hereby and each of Xxxxxxx and RMSI shall use their reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b))6.7 hereof) to Xxxxxxx'x stockholders; provided, or by any withdrawalhowever, amendment or modification of the recommendation of that nothing contained in this Section 6.3 shall prohibit the Board of Directors of Exodus Xxxxxxx from changing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Directors of Xxxxxxx has determined in good faith, after consultation with and in reliance upon the advice of Xxxxxxx, Procter & Xxxx LLP, or another nationally recognized firm selected by Xxxxxxx, that the failure to do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Proxy Statement that (i) Xxxxxxx shall have received a "comfort" letter from Ernst & Young, L.L.P., independent public accountants for RMSI, dated as of a date within two business days before the date on which the Proxy Statement, with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders financial statements of Exodus proxies in favor of the issuance of share of Exodus Common Stock RMSI included or incorporated in the Merger Proxy Statement is first mailed to stockholders, in form and shallsubstance reasonably satisfactory to Xxxxxxx, subject and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Exodus board's fiduciary dutyProxy Statement; and (ii) RMSI shall have received a "comfort" letter from Xxxxxx Xxxxxxxx LLP, take all other action necessary independent public accountants for Xxxxxxx, dated as of a date within two business days before the date on which the Proxy Statement, with respect to the financial statements of Xxxxxxx included or advisable incorporated in the Proxy Statement is first mailed to secure stockholders, in form and substance reasonably satisfactory to RMSI, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the vote or consent of stockholders required to effect the MergerProxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Richmont Marketing Specialists Inc)

Meeting of Stockholders. Exodus shall The Company will promptly after the date hereof take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate Restated Articles of Incorporation Organization and Bylaws Restated By-laws to duly call, give notice of, and convene a meeting of the its stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Stockholders' Meeting") as soon as practicable after to consider and vote upon the date --------------------------- adoption and approval of this Agreement and the Merger and all actions contemplated hereby which require approval and adoption by the Company's stockholders; provided, however, that the Exodus Proxy Statement obligations contained herein shall be cleared subject to the provisions of Section 5.8. Xxxxxx Xxxxxxxx shall agree to cause all of the shares of capital stock of the Company held by the SEC for mailing Xxxxxxxx Group to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting andbe voted, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business , in favor of the Exodus Stockholders Meeting adoption and approval of this Agreement and the Merger at the Stockholders' Meeting. SECTION 5.2. PROXY STATEMENT; SCHEDULE 13E-3. (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, a) The Company will promptly (but in no any event more than ten (10) within 15 business days after from the originally scheduled date). Exodusdate of this Agreement or 5 business days from the Company's obligation to callreceipt of its independent auditor's report on the Company's fiscal 1997 financial statements, give notice whichever is later) prepare and file, and the Company will cooperate with Parent in the preparation and filing of, convene and hold the Exodus Stockholders Meeting in accordance Schedule 13E-3 with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus SEC with respect to the Mergertransactions contemplated by this Agreement. Exodus shall In connection with the Stockholders' Meeting contemplated hereby, the Company will promptly (but in any event within 15 business days from the date of this Agreement or 5 business days from the Company's receipt of its independent auditor's report on the Company's fiscal 1997 financial statements, whichever is later) prepare and file, and Parent will cooperate with the Company in the preparation and filing of, a preliminary Proxy Statement relating to the transactions contemplated by this Agreement (the "Preliminary Proxy Statement") with the SEC and will use its commercially reasonable best efforts to solicit from stockholders of Exodus proxies in favor respond to the comments of the issuance of share of Exodus Common Stock in SEC concerning the Merger Schedule 13E-3 and shall, subject the Preliminary Proxy Statement and to cause the Definitive Proxy Statement to be mailed to the Exodus boardCompany's fiduciary dutystockholders, take all in each case as soon as reasonably practicable. The Company shall pay the filing fees for the Schedule 13E-3 and the Preliminary Proxy Statement. Each party to this Agreement will notify the other action necessary parties promptly of the receipt of the comments of the SEC, if any, and of any request by the SEC for amendments or advisable supplements to secure the vote Schedule 13E-3, the Preliminary Proxy Statement or consent of stockholders required to effect the Merger.Definitive Proxy Statement or for additional information, and will supply the other I-13

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bertuccis Inc)

Meeting of Stockholders. Exodus (a) The Seller shall promptly after the date hereof take all action actions necessary in accordance with Delaware Law, Nasdaq rules the DGCL and its Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote described in Section 3.22. The Seller will, through the Seller Board, recommend to its stockholders approval of the Merger and this Agreement, subject to the provisions of Section 5.2(b). The Seller shall promptly prepare and, after reasonably considering any comments that the Buyer and its advisors may make, file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Seller Board that stockholders of the Seller vote in favor of the approval and adoption of this Agreement and the Merger and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of Exodus for the purpose Seller pursuant to this Agreement is fair to such stockholders from a financial point of approving view. Upon receipt of any oral or written comments from the issuance of shares of Exodus Common Stock SEC with respect to the Proxy Statement, the Seller shall cause its counsel to disclose such comments to the Buyer's counsel and to cooperate with the Buyer in responding to the Merger (referred to SEC as promptly as practicable. In the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- event that the Exodus Seller's Board withdraws its recommendation pursuant to Section 5.2(b), the Seller shall nevertheless be required to convene and conduct the Meeting in accordance with this Section 5.3, unless this Agreement is terminated prior to the Meeting pursuant to Section 7.1. The Seller shall use all reasonable efforts to have the Proxy Statement shall be cleared by the SEC for mailing as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of Exodusthe Seller. Exodus shall consult Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Seller will promptly inform the Buyer of such occurrence, reasonably consider any comments that the Buyer and its advisors may make and cooperate in filing with the Company regarding the date of SEC or its staff or any postponements or adjournments other government officials, and/or mailing to stockholders of the Exodus Stockholders Meeting andSeller, except as provided in the next sentence, shall not postpone such amendment or adjourn Exodus Stockholders Meeting without the consent of the Companysupplement. Notwithstanding anything to the foregoing two sentencescontrary contained in this Agreement, Exodus the Seller may adjourn or postpone the Exodus Stockholders Meeting (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus the Seller's stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) and this Agreement or (ii) if, as of the time for which the Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), if there are insufficient shares of Exodus Common Stock represented (Shares represented, either in person or by proxy) , to constitute the a quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerMeeting.

Appears in 1 contract

Samples: ) Agreement and Plan of Merger (Uni Marts Inc)

Meeting of Stockholders. Exodus shall promptly after the date hereof Promptly following execution of this Agreement, each of Merkxxx xxx RMSI will take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate of Incorporation their respective charter and Bylaws bylaws to convene a meeting of the their respective stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon promptly as practicable after to consider and vote upon the date --------------------------- approval of this Agreement and the consummation of the transactions contemplated hereby. The Board of Directors of each of Merkxxx xxx RMSI has recommended that their respective stockholders approve this Agreement and the Exodus transactions contemplated hereby and each of Merkxxx xxx RMSI shall use their reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b))6.7 hereof) to Merkxxx'x xxxckholders; provided, or by any withdrawalhowever, amendment or modification of the recommendation of that nothing contained in this Section 6.3 shall prohibit the Board of Directors of Exodus Merkxxx xxxm changing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Directors of Merkxxx xxx determined in good faith, after consultation with and in reliance upon the advice of Goodxxx, Xxocter & Hoar XXX, or another nationally recognized firm selected by Merkxxx, xxat the failure to do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Proxy Statement that (i) Merkxxx xxxll have received a "comfort" letter from Ernst & Young, L.L.P., independent public accountants for RMSI, dated as of a date within two business days before the date on which the Proxy Statement, with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders financial statements of Exodus proxies in favor of the issuance of share of Exodus Common Stock RMSI included or incorporated in the Merger Proxy Statement is first mailed to stockholders, in form and shallsubstance reasonably satisfactory to Merkxxx, subject xxd customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Exodus board's fiduciary dutyProxy Statement; and (ii) RMSI shall have received a "comfort" letter from Arthxx Xxxexxxx XXX, take all other action necessary independent public accountants for Merkxxx, xxted as of a date within two business days before the date on which the Proxy Statement, with respect to the financial statements of Merkxxx xxxluded or advisable incorporated in the Proxy Statement is first mailed to secure stockholders, in form and substance reasonably satisfactory to RMSI, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the vote or consent of stockholders required to effect the MergerProxy Statement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ultimate Food Sales Inc)

Meeting of Stockholders. Exodus shall promptly Promptly after the date hereof Registration Statement is declared effective under the Securities Act, each of LTX and Credence will take all action necessary or advisable in accordance with Delaware Law, Nasdaq rules applicable Legal Requirements and its Certificate certificate of Incorporation incorporation or articles of organization and Bylaws bylaws to call, hold and convene a meeting of the its stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock to consider, in the Merger case of LTX, the Share Issuance and the Charter Amendment and, in the case of Credence, adoption of this Agreement (referred each, a “Stockholders’ Meeting”) to be held as the "Exodus Stockholders Meeting") as soon promptly as practicable after the date --------------------------- that declaration of effectiveness of the Exodus Proxy Statement shall be cleared Registration Statement. Each of LTX and Credence will use commercially reasonable efforts to hold their respective Stockholders’ Meetings on the same date. Subject to Section 5.3(d), each of LTX and Credence will use commercially reasonable efforts to (i) solicit from their respective stockholders proxies in favor of, in the case of LTX, the Share Issuance and the Charter Amendment and, in the case of Credence, the adoption of this Agreement and (ii) secure the vote or consent of its stockholders required by the SEC for mailing rules of Nasdaq or applicable Legal Requirements to obtain such approvals, including engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the stockholders of Exodus. Exodus shall consult with contrary contained in this Agreement, LTX or Credence, as the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting andcase may be, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders its Stockholders’ Meeting (i) to the extent necessary (A) to ensure that provide any necessary supplement or amendment or supplement to the Exodus Proxy Statement required under the Securities Act due Statement/Prospectus to developments following the initial mailing thereof is provided to Exodus its respective stockholders in advance of a the vote on the Merger Share Issuance and the Charter Amendment (in which the case of LTX) or the Exodus Stockholders Meeting shall be held on adoption of this Agreement (in the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled datecase of Credence) or (iiB) if, if as of the time for which the Stockholders’ Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), /Prospectus) there are insufficient shares of Exodus Common Stock capital stock represented (either in person or by proxy) to approve such matters thereat or to constitute the a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of LTX and Credence shall ensure that its respective Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with its Stockholders’ Meeting are solicited, in compliance with the Exodus Stockholders Meeting DGCL (in which the case of Credence) or the Exodus Stockholders Meeting shall be adjourned until such quorum is availableMBCA (in the case of LTX), but in no event more than ten (10) business days after its certificate of incorporation or articles of organization and bylaws, the originally scheduled date)rules of Nasdaq and all other applicable Legal Requirements. Exodus's The obligation of LTX or Credence, as the case may be, to call, give notice of, convene and hold the Exodus Stockholders its Stockholders’ Meeting in accordance with this Section 5.2 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus it of any Third Party Acquisition Proposal (as defined in Section 5.7(b5.3(g))) with respect to it, or by any withdrawal, amendment or modification of the recommendation of the its Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of , this Agreement, the issuance of share of Exodus Common Stock in Charter Amendment and/or the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerShare Issuance.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Credence Systems Corp)

Meeting of Stockholders. Exodus shall promptly after the date hereof Promptly following execution of this Agreement, each of Merkxxx xxx RMSI will take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate of Incorporation their respective charter and Bylaws bylaws to convene a meeting of the their respective stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon promptly as practicable after to consider and vote upon the date --------------------------- approval of this Agreement and the consummation of the transactions contemplated hereby. The Board of Directors of each of Merkxxx xxx RMSI has recommended that their respective stockholders approve this Agreement and the Exodus transactions contemplated hereby and each of Merkxxx xxx RMSI shall use their reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b))6.7 hereof) to Merkxxx'x xxxckholders; provided, or by any withdrawalhowever, amendment or modification of the recommendation of that nothing contained in this Section 6.3 shall prohibit the Board of Directors of Exodus Merkxxx xxxm changing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Directors of Merkxxx xxx determined in good faith, after consultation with and in reliance upon the advice of Goodxxx, Xxocter & Hoar XXX, or another nationally recognized firm selected by Merkxxx, xxat the failure to do so would be a violation of such Board of Directors' fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Proxy Statement that (i) Merkxxx xxxll have received a "comfort" letter from Ernst & Young, L.L.P., independent public accountants for RMSI, dated as of a date within two business days before the date on which the Proxy Statement, with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders financial statements of Exodus proxies in favor of the issuance of share of Exodus Common Stock RMSI included or incorporated in the Merger Proxy Statement is first mailed to stockholders, in form and shallsubstance reasonably satisfactory to Merkxxx, subject xxd customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with proxy statements similar to the Exodus board's fiduciary dutyProxy Statement; and (ii) RMSI shall have received a "comfort" letter from Arthxx Xxxexxxx XXX, take all other action necessary independent public accountants for Merkxxx, xxted as of a date within two business days before the date on which the Proxy Statement, with respect to the financial statements of Merkxxx xxxluded or advisable incorporated in the Proxy Statement is first mailed to secure the vote or consent of stockholders required stockholders, in form and substance reasonably satisfactory to effect the Merger.RMSI, and customary in scope and substance for

Appears in 1 contract

Samples: 6 Agreement and Plan of Merger (Butler Bruce A)

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Meeting of Stockholders. Exodus shall promptly after (a) In the date hereof event that Parent acquires less than 90% of the outstanding Shares, the Company, following the acceptance for payment of Shares by Acquisition pursuant to the Offer, will take all action actions necessary in accordance with Delaware Law, Nasdaq rules the DGCL and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation bylaws to call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the Exodus Stockholders adoption and approval of this Agreement and the transactions contemplated hereby (the "MEETING"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company, through the Company Board, will recommend to its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company, as promptly as reasonably practicable after payment for the tendered Shares by Acquisition pursuant to the Offer, will prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor referred to in Section 1.2. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of the Company. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to stockholders of the Company, such amendment or supplement. The Company may adjourn or postpone (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or (ii) the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement), if there are insufficient Shares represented, either in person or by proxy, to constitute a quorum necessary to conduct the business of the Meeting. Notwithstanding the foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification 253 of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerDGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Msas Acquisition Corp)

Meeting of Stockholders. Exodus shall promptly Promptly after the date hereof hereof, each of Parent and the Company will take all action necessary or advisable in accordance with Delaware Law, Nasdaq rules Law and its respective Certificate of Incorporation and Bylaws to call, hold and convene a meeting the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting to consider, in the case of Parent, the Charter Amendment (which shall not be conditioned on any other proposal that may be set forth in the Joint Proxy Statement/Prospectus) and the Share Issuance (which shall be conditioned on the approval of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock Charter Amendment but shall not be conditioned on any other proposal that may be set forth in the Merger (referred to as Joint Proxy Statement/Prospectus), and in the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders case of Exodus. Exodus shall consult with the Company regarding adoption of this Agreement and approval of Merger I, respectively (each, a “Stockholders’ Meeting”), to be held as promptly as practicable. Subject to Section 5.3(d), each of Parent and the date Company will use its commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of or any postponements or adjournments of Parent, the Exodus Stockholders Meeting Charter Amendment and the Share Issuance and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent case of the Company, the adoption of this Agreement and approval of Merger I, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the foregoing two sentencescontrary contained in this Agreement, Exodus Parent or the Company, as the case may be, may adjourn or postpone the Exodus Stockholders its Stockholders’ Meeting (i) to the extent necessary to ensure that facilitate the provision of any necessary supplement or amendment or supplement to the Exodus Joint Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is Statement/Prospectus provided to Exodus its respective stockholders in advance of a the vote on the Merger (in which case the Exodus Stockholders Meeting shall to be held on the next legally permissible business daytaken at such meeting or, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, if as of the time for which the Stockholders’ Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Joint Proxy Statement), /Prospectus) there are insufficient shares of Exodus Common Stock of Parent or the Company, as the case may be, represented (either in person or by proxy) to constitute the a quorum necessary to conduct the business of such Stockholders’ Meeting. Each of Parent and the Exodus Stockholders Company shall ensure that its respective Stockholders’ Meeting (is called, noticed, convened, held and conducted, and that all proxies solicited by it in which connection with the Stockholders’ Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Parent or the Company, as the case the Exodus Stockholders Meeting shall be adjourned until such quorum is availablemay be, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders its Stockholders’ Meeting in accordance with this Section 5.2 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus it of any Third Party Acquisition Proposal (as defined in Section 5.7(b5.3(g))) with respect to it, or by any withdrawal, amendment or modification of the recommendation of the its Board of Directors of Exodus or any Committee thereof with respect to Merger I, this Agreement, the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of Share Issuance and/or the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerCharter Amendment.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Aclara Biosciences Inc)

Meeting of Stockholders. Exodus shall promptly after (a) The Company shall, following the date hereof acceptance for payment and payment for the Shares by Acquisition pursuant to the Offer, take all action actions necessary in accordance with Delaware Law, Nasdaq rules the DGCL and its Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the DGCL and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company shall promptly prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of Exodus for the purpose Company pursuant to this Agreement is fair to such stockholders from a financial point of approving view. The Company shall use all reasonable efforts to have the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of Exodusthe Company. Exodus shall consult Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the Company regarding the date of SEC or its staff or any postponements or adjournments of the Exodus Stockholders Meeting andother government officials, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the foregoing two sentencescontrary contained in this Agreement, Exodus the Company may adjourn or postpone the Exodus Stockholders Meeting (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus the Company's stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) and this Agreement or (ii) if, as of the time for which the Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), if there are insufficient shares of Exodus Common Stock represented (Shares represented, either in person or by proxy) , to constitute the a quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case Meeting. Notwithstanding the Exodus Stockholders Meeting foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall be adjourned until such quorum is availableacquire at least 90% of the outstanding Shares, but in no event more than ten (10) business days the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold expiration of the Exodus Stockholders Offer without a Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification 253 of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerDGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Coachmen Industries Inc)

Meeting of Stockholders. Exodus shall promptly after the date hereof The Trust will take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate Declaration of Incorporation Trust and Bylaws other organizational documents to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the stockholders approval of Exodus for this Agreement and the purpose transactions contemplated hereby. The Board of approving Trustees of the issuance Trust, subject to Section 7.1, shall unanimously recommend that its shareholders approve this Agreement and the transactions contemplated hereby and the adoption of shares an amendment to its Declaration of Exodus Common Stock Trust authorizing merger, and the Trust shall use its reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the proxy statement/prospectus contained in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal Form S-4 (as defined in Section 5.7(b))7.7 hereof) to its shareholders and including such recommendation within such Form S-4; provided, or by any withdrawalhowever, amendment or modification of the recommendation of that nothing contained in this Section 7.3 shall prohibit the Board of Directors Trustees of Exodus the Trust from failing to make or withdrawing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Trustees of the Trust has determined in good faith, after consultation with and based upon the advice of counsel, that such action is necessary for such Board of Trustees to comply with its fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Form S-4 that (i) Lexington shall have received a "comfort" letter from Ernst & Young, independent public accountants for the Trust, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor financial statements of the issuance of share of Exodus Common Stock Trust included or incorporated in the Merger Form S-4, in form and shallsubstance reasonably satisfactory to Lexington, subject and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to the Exodus board's fiduciary dutyForm S-4, take all other action necessary and (ii) the Trust shall have received a "comfort" letter from KPMG Peat Marwick, independent public accountants for Lexington, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of Lexington included or advisable incorporated in the Form S-4, in form and substance reasonably satisfactory to secure the vote or consent of stockholders required Trust, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to effect the MergerForm S-4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Corporate Realty Income Trust I)

Meeting of Stockholders. Exodus shall promptly after the date hereof The Trust will take all action necessary in accordance with Delaware Law, Nasdaq rules applicable law and its Certificate Declaration of Incorporation Trust and Bylaws other organizational documents to convene a meeting of its shareholders as promptly as practicable to consider and vote upon the stockholders approval of Exodus for this Agreement and the purpose transactions contemplated hereby. The Board of approving Trustees of the issuance Trust, subject to Section 7.1, shall unanimously recommend that its shareholders approve this Agreement and the transactions contemplated hereby and the adoption of shares an amendment to its Declaration of Exodus Common Stock Trust authorizing merger, and the Trust shall use its reasonable best efforts to obtain such approval, including, without limitation, by timely mailing the proxy statement/prospectus contained in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting and, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent of the Company. Notwithstanding the foregoing two sentences, Exodus may adjourn or postpone the Exodus Stockholders Meeting (i) to the extent necessary to ensure that any amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), there are insufficient shares of Exodus Common Stock represented (either in person or by proxy) to constitute the quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case the Exodus Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal Form S-4 (as defined in Section 5.7(b))7.7 hereof) to its shareholders and including such recommendation within such Form S-4; provided, or by any withdrawalhowever, amendment or modification of the recommendation of that nothing contained in this Section 7.3 shall prohibit the Board of Directors Trustees of Exodus the Trust from failing to make or withdrawing such recommendation or using their reasonable best efforts to obtain such approval if the Board of Trustees of the Trust has determined in good faith, after consultation with and based upon the advice of counsel, that such action is necessary for such Board of Trustees to comply with its fiduciary duties to its stockholders under applicable law. It shall be a condition to the mailing of the Form S-4 that (i) Lexington shall have received a "comfort" letter from Ernst & Young, independent public accountants for the Trust, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor financial statements of the issuance of share of Exodus Common Stock Trust included or incorporated in the Merger Form S-4, in form and shallsubstance reasonably satisfactory to Lexington, subject and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration 26 32 statements and proxy statements similar to the Exodus board's fiduciary dutyForm S-4, take all other action necessary and (ii) the Trust shall have received a "comfort" letter from KPMG Peat Marwick, independent public accountants for Lexington, dated as of a date within two business days before the date on which the Form S-4 shall become effective, with respect to the financial statements of Lexington included or advisable incorporated in the Form S-4, in form and substance reasonably satisfactory to secure the vote or consent of stockholders required Trust, and customary in scope and substance for "comfort" letters delivered by independent public accountants in connection with registration statements and proxy statements similar to effect the MergerForm S-4.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lexington Corporate Properties Inc)

Meeting of Stockholders. Exodus shall promptly after (a) The Company shall, following the date hereof acceptance for payment of Shares by Acquisition pursuant to the Offer, take all action actions necessary in accordance with Delaware Law, Nasdaq rules the NJBCA and its Certificate of Incorporation and Bylaws bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable to consider and vote upon the adoption and approval of this Agreement and the transactions contemplated hereby (the "Meeting"). The stockholder vote required for the adoption and approval of the transactions contemplated by this Agreement shall be the vote required by the NJBCA and the Company's Certificate of Incorporation and bylaws. The Company will, through the Company Board, recommend to its stockholders approval of such matters subject to the provisions of Section 5.2(b). The Company shall, promptly after payment for the tendered shares by Acquisition pursuant to the Offer, prepare and file with the SEC the Proxy Statement for the solicitation of a vote of the holders of Shares approving the Merger, which, subject to the provisions of Section 5.2(b), shall include the recommendation of the Company Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the written opinion of the Financial Advisor that the consideration to be received by the stockholders of Exodus for the purpose Company pursuant to this Agreement is fair to such stockholders from a financial point of approving view. The Company shall use all reasonable efforts to have the issuance of shares of Exodus Common Stock in the Merger (referred to as the "Exodus Stockholders Meeting") as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing as promptly as practicable after such filing, and promptly thereafter mail the Proxy Statement to the stockholders of Exodusthe Company. Exodus shall consult Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly inform Parent of such occurrence and cooperate in filing with the Company regarding the date of SEC or its staff or any postponements or adjournments of the Exodus Stockholders Meeting andother government officials, except as provided in the next sentence, shall not postpone or adjourn Exodus Stockholders Meeting without the consent and/or mailing to stockholders of the Company, such amendment or supplement. Notwithstanding anything to the foregoing two sentencescontrary contained in this Agreement, Exodus the Company may adjourn or postpone the Exodus Stockholders Meeting (i) the Meeting to the extent necessary to ensure that any necessary supplement or amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus the Company's stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business day, but in no event more than ten (10) business days after the originally scheduled date) and this Agreement or (ii) if, as of the time for which the Meeting is originally scheduled date and time for the Exodus Stockholders Meeting (as set forth in the Exodus Proxy Statement), if there are insufficient shares of Exodus Common Stock represented (Shares represented, either in person or by proxy) , to constitute the a quorum necessary to conduct the business of the Exodus Stockholders Meeting (in which case Meeting. Notwithstanding the Exodus Stockholders Meeting foregoing, if Parent, Acquisition and/or any other subsidiary of Parent shall be adjourned until such quorum is availableacquire at least 90% of the outstanding Shares, but in no event more than ten (10) business days the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold expiration of the Exodus Stockholders Offer without a Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification 14A:10-5.1 of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts to solicit from stockholders of Exodus proxies in favor of the issuance of share of Exodus Common Stock in the Merger and shall, subject to the Exodus board's fiduciary duty, take all other action necessary or advisable to secure the vote or consent of stockholders required to effect the MergerNJBCA.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intel Corp)

Meeting of Stockholders. Exodus shall The Company shall, as promptly as practicable after the Agreement Date, establish a record date hereof (which date will be as promptly as practicable following the Agreement Date) for, duly call, give notice of, convene and hold, the Company Stockholders Meeting for the sole purpose of obtaining the Company Stockholders Approval. The Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the Company Stockholders Approval and will take all other action reasonably necessary or advisable to obtain such approvals and to secure the vote or consent of its stockholders required by and in accordance compliance with the rules and regulations of NASDAQ, Delaware Law, Nasdaq rules Law and its Certificate of Incorporation and Bylaws to convene a meeting of the stockholders of Exodus for the purpose of approving the issuance of shares of Exodus Common Stock in the Merger Bylaws. The Company (referred to as the "Exodus Stockholders Meeting"i) as soon as practicable after the date --------------------------- that the Exodus Proxy Statement shall be cleared by the SEC for mailing to the stockholders of Exodus. Exodus shall consult with the Company Parent regarding the date of or any postponements or adjournments of the Exodus Stockholders Meeting andCompany Stockholder Meeting, except as provided in the next sentence, and (ii) shall not postpone or adjourn Exodus Stockholders the Company Stockholder Meeting without the prior written consent of Parent; provided, however, that the Company. Notwithstanding the foregoing two sentences, Exodus Company may adjourn or postpone the Exodus Company Stockholders Meeting (i) to the extent necessary to ensure that (i) any necessary (which determination shall not be made until after consultation with Parent) supplement or amendment or supplement to the Exodus Proxy Statement required under the Securities Act due to developments following the initial mailing thereof is provided to Exodus the Company’s stockholders in advance of a vote on the Merger (in which case the Exodus Stockholders Meeting shall be held on the next legally permissible business dayand this Agreement, but in no event more than ten (10) business days after the originally scheduled date) or (ii) if, as of the originally scheduled date and time for that the Exodus Company Stockholders Meeting (as set forth in the Exodus Proxy Statement)is originally scheduled, there are insufficient shares of Exodus Company Common Stock represented (either in person or by proxy) to constitute the a quorum necessary to conduct the business of the Exodus Company Stockholders Meeting, or (iii) if, as of the time that the Company Stockholders Meeting (in which case is originally scheduled, adjournment of the Exodus Company Stockholders Meeting shall be adjourned until such quorum is available, but in no event more than ten (10) business days after necessary to enable the originally scheduled date). Exodus's obligation to call, give notice of, convene and hold the Exodus Stockholders Meeting in accordance with this Section 5.2 shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Exodus of any Third Party Acquisition Proposal (as defined in Section 5.7(b)), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Exodus with respect to the Merger. Exodus shall use its best efforts Company to solicit from stockholders of Exodus additional proxies if there are not sufficient votes in favor of the issuance Company Stockholders Approval. Without the prior written consent of share Parent, approval of Exodus Common Stock in this Agreement and the Merger (including adjournment of the Company Stockholders Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of the Company Stockholder Approval) is the only matter which the Company shall propose to be acted on by the Company’s stockholders at the Company Stockholders Meeting. The Company shall ensure that the Company Stockholders Meeting is called, noticed, convened, held and shallconducted, subject to and that all proxies solicited by it in connection with the Exodus board's fiduciary dutyCompany Stockholders Meeting are solicited in compliance with Delaware Law, take its Certificate of Incorporation and Bylaws and all other action necessary or advisable to secure the vote or consent of stockholders required to effect the Mergerapplicable Legal Requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Virage Logic Corp)

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