Meeting of Unitholders Sample Clauses

Meeting of Unitholders. 9 SECTION 4.02 Proxy Statement and Schedule 13E-3...................................... 9 SECTION 4.03 Further Action; Reasonable Best Efforts................................. 10 SECTION 4.04 Public Announcements.................................................... 10 SECTION 4.05 Financing............................................................... 10 SECTION 4.06 Updated Fairness Opinion................................................ 10 SECTION 4.07 Distributions........................................................... 10 SECTION 4.08 Capital Contributions................................................... 10 ARTICLE V
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Meeting of Unitholders. (a) The General Partner shall, in accordance with applicable law and the Partnership Agreement, (i) duly call, give notice of, convene and hold a meeting of the holders of Units as soon as practicable following the date hereof for the purpose of considering and taking action on this Agreement and the Transactions (the "Unitholders' Meeting") and (ii) subject to its fiduciary duties under applicable law, (A) include in the Proxy Statement the recommendation of the General Partner that the Public Unitholders approve and adopt this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval and adoption. At the Unitholders' Meeting, TRC shall, if Public Unitholder Approval is obtained, cause all Units and general partners' interests then owned by it and its direct and indirect wholly owned subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions. SECTION 4.02 Proxy Statement and Schedule 13E-3. (a) Perkins shall file the Proxy Statement with the SEC under the Exchange Act, and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC. TRC and Perkins shall cooperate with each other in the preparation of the Proxy Statement, and each of Perkins, TRC and MergerCo. agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the holders of Units at the earliest practicable time. (b) TRC and Perkins shall together prepare and file with the SEC a Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") under the Exchange Act at the time of filings made in connection with the Proxy Statement, and shall file with the SEC appropriate amendments to the Schedule 13E-3. The Schedule 13E-3 will comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder.
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Meeting of Unitholders. 10 SECTION 4.02 Proxy Statement and Schedule 13E-3 . . . . . . . . . . . . . . 10 SECTION 4.03 Further Action; Reasonable Best Efforts . . . . . . . . . . . . 10 SECTION 4.05 Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 4.06 Updated Fairness Opinion . . . . . . . . . . . . . . . . . . . 11 SECTION 4.07 Distributions . . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 4.08 Capital Contributions . . . . . . . . . . . . . . . . . . . . . 11
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Meeting of Unitholders. (a) The General Partner shall, in accordance with applicable law and the Partnership Agreement, (i) duly call, give notice of, convene and hold a meeting of the holders of Units as soon as practicable following the date hereof for the purpose of considering and taking action on this Agreement and the Transactions (the "UNITHOLDERS' MEETING") and (ii) subject to its fiduciary duties under applicable law, (A) include in the Proxy Statement the recommendation of the General Partner that the Public Unitholders approve and adopt this Agreement and the Transactions and (B) use its reasonable best efforts to obtain such approval and adoption. At the Unitholders' Meeting, TRC shall, if Public Unitholder Approval is obtained, cause all Units and general partners' interests then owned by it and its direct and indirect wholly owned subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions.
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Related to Meeting of Unitholders

  • Meeting of Shareholders 33 5.3 Access to Information....................................................................... 33 5.4 Confidentiality............................................................................. 34 5.5 Public Disclosure........................................................................... 34 5.6

  • 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.

  • Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute.

  • Final Meeting The goal of this subtask is to complete the closeout of this Agreement. The Recipient shall: • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items:  Disposition of any state-owned equipment.  Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology.  The Energy Commission’s request for specific “generated” data (not already provided in Agreement products).  Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement.  “Surviving” Agreement provisions such as repayment provisions and confidential products.  Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.

  • Meeting A copy of the decision shall be sent to the grievant, to the grievant’s representative and to UFF if grievant elected self-representation or representation by legal counsel.

  • Meeting of all Members If all of the Members shall meet at any time and place, either within or without the State, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

  • Meeting of Committee In the event of either party wishing to call a meeting of the Committee, the meeting shall be held at a time and place fixed by mutual agreement, however, such meeting to be held not later than 14 days after request has been received unless varied by mutual agreement.

  • Annual Meeting An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and at such time as may be fixed by the board of directors.

  • Merger Without Meeting of Stockholders Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

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