Previous Meeting Sample Clauses

Previous Meeting. Prior to any Shareholders’ Meeting or any meeting of the Board of Directors called to discuss (i) any matters stated in Sections 3.6 or 4.1 hereof (“ Special Resolutions”); or (ii) any of the Other Resolutions (as defined in Exhibit 1.2 hereto, which, together with Special Resolutions, shall henceforth be referred to as the “Resolutions Subject to Previous Meetings”), the Parties shall hold a previous meeting (“Previous Meeting”) with the purpose of determining the content of the vote to be cast by VDQ and SALIC, or by the Directors appointed by them, as applicable, acting as one single block, in the relevant Shareholders’ Meeting or meeting of the Board of Directors.
Sample 1
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Previous Meeting. Prior to any Shareholders’ Meeting or any meeting of the Board of Directors called to discuss (i) any matters stated in Sections 3.6 or 4.1hereof (“Special Resolutions”); or (ii) any of the Other Resolutions (as defined in Exhibit 1.2 hereto, which, together with Special Resolutions, shall henceforth be referred to as the “Resolutions Subject to Previous Meetings”), the Parties shall hold a previous meeting (“Previous Meeting”) with the purpose of determining the content of (a) the vote to be cast by VDQ in the preliminary meeting to be held between VDQ and BRF pursuant to the BRF Agreement (“BRF Preliminary Meeting”), if applicable; and, subject to BRF’s approval in the BRF Preliminary Meeting, if applicable, (b) the vote to be cast by VDQ, SALIC and BRF, or by the Directors appointed by them, as applicable, acting as one single block, in the relevant Shareholders’ Meeting or meeting of the Board of Directors.
Sample 1
Previous Meeting. The Parties agree that any decision with respect to which the Investor would have a veto pursuant to Section 4.3 and 5.1 below shall be subject to a previous meeting among the Parties in order to discuss and agree (in accordance with the requirements of this Agreement) upon the manner in which each of the Parties or their representatives on the Shareholders Meetings or the Board, as the case may be, will vote with respect to any of such matters (“Previous Meeting”). In connection with any such vote, each of the Shareholders agrees (a) to attend the Shareholders Meetings and cast its votes in such a manner to comply with the decision taken by the Controlling Shareholders and the Investor in the Previous Meeting and in accordance with the provisions of this Agreement; (b) cause its respective Board representatives to attend the respective Board meeting so called; (c) to cause its Board representatives to vote in such a manner to comply with the decision taken by the Controlling Shareholders and the Investor in the Previous Meeting and in accordance with the provisions of this Agreement.
Sample 1

Related to Previous Meeting

  • Lender Meeting Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s principal offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

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

  • 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.

  • Shareholder Meeting Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

  • 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.

  • Shareholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • 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.

  • Stockholder Meeting In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement.

  • Other Meetings Other meetings of the Board shall be held at such times and places as the Board, the Chairman, the President or any director shall from time to time determine.

  • Review Meeting i. Either the BCTF or BCPSEA may request in writing a meeting to review the issues in a provincial matters grievance that has been referred to arbitration.

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