Preparation of Proxy Clause Samples

The Preparation of Proxy clause outlines the procedures and requirements for creating a document that authorizes one person to act on behalf of another at a meeting or in a voting context. Typically, this clause specifies the necessary format, information, and timing for preparing a valid proxy, and may detail who is eligible to serve as a proxy holder. Its core function is to ensure that representation and voting by proxy are conducted in an orderly and legally compliant manner, thereby facilitating participation for those unable to attend in person and preventing disputes over the validity of proxy appointments.
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.
View SourceView Similar (5)
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.
View Source
Preparation of Proxy. Information Statement and Form S-4. (a) Proxy/Information Statement and Form S-4. In connection with the Company Stockholders Meeting, as soon as reasonably practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy/Information Statement and the Form S-4 (which shall include the Proxy/Information Statement). The Company and Parent shall each use its reasonable best efforts to: (i) cause the Form S-4 to be declared effective under the Securities Act as promptly as practicable after its filing; (ii) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Securities Act and the Exchange Act; and (iii) keep the Form S-4 effective for so long as necessary to complete the Asset Acquisition. Parent shall notify the Company promptly of the time when the Form S-4 has become effective or any supplement or amendment to the Form S-4 has been filed, and of the issuance of any stop order or suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Asset Acquisition for offering or sale in any jurisdiction. Each of Parent and the Company shall use its reasonable best efforts to: (A) cause the Proxy/Information Statement to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act, and (B) ensure that the Proxy/Information Statement complies in all material respects with the applicable provisions of the Securities Act and Exchange Act. Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” Laws, and the rules and regulations thereunder in connection with the issuance of Parent Stock in the Asset Acquisition, and the Company shall furnish to Parent all information concerning the Company as may be reasonably requested in connection with any such actions.
View Source
Preparation of Proxy. 2. Conduct meeting. 3. Preparation of minutes and record ballot results.
View Source

Related to Preparation of Proxy

  • Preparation of Proxy Statement As promptly as practicable following the date hereof, Monsoon shall prepare and file with the applicable Governmental Entities and deliver, or cause to be delivered, to the holders of the Monsoon Ordinary Shares, a proxy statement to be used to seek the Monsoon Shareholder Approval (the “Proxy Statement”). Indigo Parent shall furnish all information as may be reasonably requested by Monsoon and its advisers in connection with the preparation, filing and distribution of the Proxy Statement and any necessary amendments or supplements thereto. If at any time prior to the Closing any information relating to Monsoon or Indigo Parent, or any of their respective Affiliates, directors or officers, should be discovered by Monsoon or Indigo Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that such document 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 that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be prepared and filed with the applicable Governmental Entities by Monsoon and, to the extent required by applicable Law, delivered to the holders of the Monsoon Ordinary Shares. Monsoon agrees to provide Indigo Parent and its counsel with copies of any written comments, and shall inform Indigo Parent of any oral comments, that Monsoon or its counsel may receive from time to time from any Governmental Entity or its staff with respect to the Proxy Statement or any of the Transactions, including any request for amendments or supplements to the Proxy Statement or for additional information, in each case promptly after receipt of such comments or request, and any written or oral responses thereto. Indigo Parent and its counsel shall be given a reasonable opportunity to review the Proxy Statement and any amendments or supplements thereto and Monsoon shall give due consideration to the additions, deletions or changes suggested thereto by Indigo Parent and its counsel.

  • Preparation of Prospectus Immediately following the execution of this Agreement, the Depositor will prepare the Prospectus, which will contain the information from the Terms Annex and any other information as the Depositor determines to be appropriate or advisable.

  • Preparation of Filings (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

  • Preparation of Agreement The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

  • 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.