Common use of Parent Stockholders’ Meeting Clause in Contracts

Parent Stockholders’ Meeting. (a) Parent shall take all action necessary to call, give notice of, convene and hold a meeting of the holders of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger (the "Parent Stockholders' Meeting"). The Parent Stockholders' Meeting will be held as promptly as practicable and in any event within forty-five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Stockholders' Meeting.

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Integrated Systems Consulting Group Inc), Agreement and Plan of Merger and Reorganization (Lipson David S)

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Parent Stockholders’ Meeting. (a) Parent shall take all action necessary and permitted under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger (the "Parent StockholdersPARENT STOCKHOLDERS' MeetingMEETING"). The Parent Stockholders' Meeting will be held as promptly as practicable and in any event event, if permitted under applicable law, within forty-forty- five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding the anything to the contrary contained in this Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Prospectus/Proxy Statement/Prospectus Statement is provided to Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Stockholders' Meeting.

Appears in 2 contracts

Samples: Agreement and Plan (Scopus Technology Inc), Agreement and Plan (Scopus Technology Inc)

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Parent Stockholders’ Meeting. (a) Parent shall take all action necessary and permitted under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Parent Common Stock to consider and vote upon the issuance of Parent Common Stock in the Merger (the "Parent StockholdersPARENT STOCKHOLDERS' MeetingMEETING"). The Parent Stockholders' Meeting will be held as promptly as practicable and in any event event, if permitted under applicable law, within forty-forty- five (45) days after the S-4 Registration Statement is declared effective under the Securities Act; provided, however, that notwithstanding the anything to the contrary contained in this 37. Agreement, Parent may adjourn or postpone the Parent Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Prospectus/Proxy Statement/Prospectus Statement is provided to Parent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, if as of the time for which the Parent Stockholders' Meeting is originally scheduled (as set forth in the Joint Prospectus/Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent's Stockholders' Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Siebel Systems Inc)

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