Common use of Parent Stockholders’ Meeting Clause in Contracts

Parent Stockholders’ Meeting. (a) Promptly after the date on which the Form S-4 is declared effective by the SEC and mailed to Parent's stockholders, Parent shall take all lawful and commercially reasonable action necessary in accordance with the NPCA, the rules and regulations of its Principal Market and its Organizational Documents to call, notice, convene and hold the Parent Stockholders Meeting. Parent shall use its Best Efforts to hold the Parent Stockholders Meeting within forty-five days of the date the SEC declares the Form S-4 effective. In connection with the Parent Stockholders Meeting, Parent shall (i) subject to applicable Laws, use its Best Efforts (including postponing or adjourning the Parent Stockholders Meeting to obtain a quorum or to solicit additional proxies) to obtain the Parent Stockholder Approval, and (ii) otherwise comply with all applicable Law pertaining to the Parent Stockholders Meeting. Notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn, delay or postpone the Parent Stockholders Meeting (i) to the extent necessary to ensure that any required supplement or amendment to the Form S-4 or Proxy Statement is provided to its stockholders, or (ii) if as of the time for which the Parent Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting.

Appears in 4 contracts

Samples: Escrow Agreement (Dgse Companies Inc), Agreement and Plan of Merger and Reorganization (Superior Galleries Inc), Agreement and Plan of Merger (Dgse Companies Inc)

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Parent Stockholders’ Meeting. (a) Promptly after the date on which the Form S-4 is declared effective by the SEC and mailed to Parent's stockholders, Parent shall take all lawful and commercially reasonable action necessary in accordance with the NPCA, the rules and regulations of its Principal Market and its Organizational Documents to call, noticegive notice of, convene and hold a meeting of the holders of Parent Stockholders MeetingCommon Stock to consider and vote upon the issuance of Parent Common Stock in the Merger (the "PARENT STOCKHOLDERS' MEETING"). The Parent shall use its Best Efforts to hold the Parent Stockholders Stockholders' Meeting will be held as promptly as practicable and in any event within forty-five (45) days of after the date S-4 Registration Statement is declared effective under the SEC declares the Form S-4 effective. In connection with the Parent Stockholders MeetingSecurities Act; PROVIDED, Parent shall (i) subject to applicable LawsHOWEVER, use its Best Efforts (including postponing or adjourning the Parent Stockholders Meeting to obtain a quorum or to solicit additional proxies) to obtain the Parent Stockholder Approval, and (ii) otherwise comply with all applicable Law pertaining to the Parent Stockholders Meeting. Notwithstanding that notwithstanding anything to the contrary contained in this Agreement, Parent may adjourn, delay adjourn or postpone the Parent Stockholders Stockholders' Meeting (i) to the extent necessary to ensure that any required necessary supplement or amendment to the Form S-4 or Joint Proxy Statement Statement/Prospectus is provided to its stockholdersParent's stockholders in advance of a vote on the issuance of Parent Common Stock in the Merger or, or (ii) if as of the time for which the Parent Stockholders Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Shares Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders Stockholders' Meeting. Parent shall ensure that the Parent Stockholders' Meeting is called, noticed, convened, held and coordinated, and that all proxies submitted in connection with the Parent Stockholders' Meeting are solicited, in compliance with all applicable Legal Requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Megabios Corp)

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