Preparation of Proxy Sample Clauses

Preparation of Proxy. Following the date hereof, Seller shall, as soon as practicable, prepare and file with the Securities and Exchange Commission ("SEC") a preliminary proxy statement relating to the Stockholders Meeting. Seller shall use all reasonable efforts to have the preliminary proxy state ment cleared by the SEC and Seller shall use all reasonable efforts to cause the proxy statement to be mailed to Seller's stockholders as promptly as practicable after the definitive proxy statement is filed with the SEC. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the proxy statement will be made by Seller, without providing Purchaser, Purchaser's Subsidiary and Parent a reasonable opportunity to review and comment thereon. Seller will advise Parent, Purchaser and Purchaser's Subsidiary promptly after it receives notice thereof, of any request by the SEC for the amendment of the proxy statement or comments thereon and responses thereto or requests by the SEC for additional information. All such information shall be treated as confidential information under the terms of the Confidentiality Agreement. If at any time prior to the Stockholders Meeting any information relating to Seller or Parent, or any of their respective affiliates, officers or directors, should be discovered by Seller or Parent which should be set forth in an amendment or supplement to the proxy statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circum stances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amend ment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of Seller.
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Preparation of Proxy. As promptly as possible (but no later than one hundred twenty (120) days) following the date of this Agreement, Buyer shall, in accordance with the applicable provisions of the Exchange Act and the rules and regulations thereunder and the listing requirements of the New York Stock Exchange, prepare and file with the SEC a proxy statement soliciting the approval of the holders of the Common Units of Buyer (the "Unitholders") in favor of conversion of the Class B Common Units to Common Units (the "Conversion"). If the Conversion is not approved at the special meeting called to approve the Conversion, upon the expiration of one hundred eighty (180) days after the date of the Special Meeting in which the Conversion was not approved, Seller may, by written notice, require Buyer to prepare and file with the SEC an additional proxy statement soliciting the approval of the Unitholders in favor of the Conversion; provided, however, that Seller shall in no event exercise this right prior to December 19, 2003. Buyer agrees to engage a proxy solicitor, at Buyer's expense, in connection with each proxy statement to solicit the affirmative votes of the Unitholders in favor of the Conversion, and to take all other necessary and appropriate action to support the Conversion.
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Preparation of Proxy. Information Statement and Form S-4.
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Preparation of Proxy. Registration Statement; SPAC Shareholders’ Meeting and Approvals.
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Preparation of Proxy. 2. Conduct meeting. 3. Preparation of minutes and record ballot results.
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Related to Preparation of Proxy

  • Preparation of Proxy Statement Except to the extent the Parent Stockholders Meeting is not required pursuant to Section 8.10, the following provisions of this Section 8.9 shall apply: As promptly as reasonably practicable following the date hereof, Parent shall prepare and file with the SEC proxy materials reasonably acceptable to Buyer relating to obtaining the Required Parent Vote (such proxy materials, and any amendments or supplements thereto, the "Proxy Statement"). Parent shall, within one business day after receipt thereof, provide Buyer copies of any written comments and advise Buyer of any oral comments with respect to the Proxy Statement received from the SEC. Parent shall cooperate and provide Buyer with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will provide Buyer with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Proxy Statement to the extent relating to information on Buyer shall be made without the approval of Buyer, which approval shall not be unreasonably withheld or delayed. Parent will cause the Proxy Statement to be mailed to Parent's stockholders as promptly as practicable after it has been cleared by the SEC. The Proxy Statement shall conform to all applicable Laws. Parent will advise Buyer, promptly after it receives notice thereof, of the time when the Proxy Statement is cleared by the SEC or any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective Time any information relating to Parent or any of its Affiliates, officers or directors, or the Transaction is discovered by Parent or Buyer which should be set forth in an amendment or supplement to the Proxy Statement so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party hereto and, to the extent required by applicable Laws, an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and disseminated to the stockholders of Parent.

  • Preparation of Prospectus Immediately following the execution of this Agreement, the Company will, subject to Section 3(a)(2) hereof, prepare the Prospectus containing the Rule 430B Information and other selling terms of the Securities, the plan of distribution thereof and such other information as may be required by the 1933 Act or the 1933 Act Regulations or as the Underwriters and the Company may deem appropriate, and will file or transmit for filing with the Commission, in accordance with Rule 424(b), copies of the Prospectus.

  • Preparation of Filings The Parties will co-operate in the preparation of any application for any required Authorization and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals, and in the preparation of any documents, reasonably deemed by any of the Parties to be necessary to discharge its respective obligations under this Agreement or otherwise advisable under Applicable Laws.

  • Preparation of Agreement This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.

  • Solicitation of Proxies Financial Institution agrees not to solicit or cause to be solicited directly, or indirectly, at any time in the future, any proxies from the shareholders of any or all of the Funds in opposition to proxies solicited by management of any Fund, unless a court of competent jurisdiction shall have determined that the conduct of a majority of the Board of the Fund constitutes willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. This Paragraph will survive the term of this Agreement.

  • Preparation Awarded vendor shall not begin a project for which TIPS Member has not prepared the site, unless awarded vendor does the preparation work at no cost, or until TIPS Member includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to: moving furniture, installing wiring for networks or power, and similar pre-installation requirements. Registered sex offender restrictions: For work to be performed at schools, awarded vendor agrees that no employee of a sub-contractor who has been adjudicated to be a registered sex offender will perform work at any time when students are, or reasonably expected to be, present. Awarded vendor agrees that a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at the TIPS Member’s discretion. Awarded vendor must identify any additional costs associated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge. Safety measures: Awarded vendor shall take all reasonable precautions for the safety of employees on the worksite, and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Awarded vendor shall post warning signs against all hazards created by the operation and work in progress. Proper precautions shall be taken pursuant to state law and standard practices to protect workers, general public and existing structures from injury or damage.

  • Preparation and Submission The Recipient will:

  • Preparation and Filing If and whenever the Company is under an obligation pursuant to the provisions of this Agreement to use its best efforts to effect the registration of any Registrable Shares, the Company shall, as expeditiously as practicable:

  • Grant of Proxy Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

  • Preparation of Proxy Statement; Stockholders Meeting As promptly as reasonably practicable following the date of this Agreement, but no later than June 25, 2010, the Company shall prepare and cause to be filed with the SEC a preliminary proxy statement to be sent to the stockholders of the Company relating to the Company’s stockholders meeting (together with any amendments or supplements thereto, the “Proxy Statement”). The Company shall use its reasonable best efforts to finalize the Proxy Statement as promptly as possible after such filing. The Company shall promptly notify Phoenix upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Proxy Statement and shall provide Phoenix with copies of all correspondence between it and its representatives, on the one hand, and the SEC, on the other hand. Phoenix shall have the opportunity to review and approve in its reasonable discretion the proxy statement and all amendments thereto and all correspondence from the Company and its representatives to the SEC related to the Company stockholders meeting (the “Stockholders Meeting”) prior to filing with the SEC. The Company shall, as soon as reasonably practicable following the date the SEC completes review of the Proxy Statement or notifies the Company that it will not review the Proxy Statement, duly call and give notice to the Company stockholders by mailing the definitive Proxy Statement, convene and hold the Stockholders Meeting for the purpose of seeking Company stockholder approval and to solicit such approval from the stockholders. In connection with the Stockholders Meeting, the Company shall, through the Board, recommend to its stockholders that they approve (a) an increase in (i) its authorized shares of Common Stock to 519,000,000 and (ii) its authorized shares of Preferred Stock to 16,000,000, (b) the Amended and Restated Certificate of Designation (Series A-1) and (c) elect four directors to the Board. The Company shall within one (1) Business Day of obtaining such stockholder approvals in accordance with the terms of this Agreement, the Exchange Agreement and the Investor Rights Agreement, take all requisite actions (including the filing of the Charter Amendment, the Certificate of Designation (Series B) and the Amended and Restated Certificate of Designation (Series A-1) with the Secretary of State of the State of Delaware) to effect approvals and consummate the transactions contemplated by this Agreement and the other Transaction Documents, including the Exchange Agreement.

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