Proxy Consent Solicitation Sample Clauses

Proxy Consent Solicitation. (a) In connection with any proxy statement or consent solicitation that may be distributed to stockholders of Seller with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Buyer will furnish to Seller in writing such information and documents concerning Buyer and its Subsidiaries as Seller reasonably requests for use in connection with any such proxy statement or consent solicitation and, to the extent permitted by law, will indemnify and hold harmless Seller, its directors and officers and each other Person who controls Seller (within the meaning of the Securities Act of 1933 (the "Securities Act")) against any losses, claims, damages, liabilities, joint or several, to which Seller or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the proxy statement or consent solicitation or any amendment thereof or supplement thereto or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such proxy statement or consent solicitation or any amendment or supplement thereto in reliance upon and in conformity with written information concerning Buyer or any of its Affiliates prepared and furnished to Seller by Buyer expressly for use therein, and Buyer will reimburse Seller and each such director, officer and controlling person for any legal or any other expenses incurred by them in connection with defending any such loss, claim, liability, action or proceeding. (b) To the extent permitted by law, Seller will indemnify and hold harmless Buyer, its directors and officers and each other Person who controls Buyer (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, joint or several, to which Buyer or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the proxy statemen...
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Proxy Consent Solicitation. (a) In connection with any proxy statement or consent solicitation that may be distributed to stockholders of Seller with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Buyer will furnish to Seller in writing such information and documents concerning Buyer and its Subsidiaries as Seller reasonably requests for use in connection with any such proxy statement or consent solicitation and, to the extent permitted by law, will indemnify and hold harmless Seller, its directors and officers and each other Person who controls Seller (within the meaning of the Securities Act of 1933 (the "Securities Act")) against any losses, claims, damages, liabilities, joint or several, to which Seller or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or
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Proxy Consent Solicitation. (a) In connection with any proxy statement or consent solicitation that may be distributed to stockholders of Seller with respect to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, Buyer will furnish to Seller in writing such information and documents concerning Buyer and its Subsidiaries as Seller reasonably requests for use in connection with any such proxy statement or consent solicitation and, to the extent permitted by law, will indemnify and hold harmless Seller, its directors and officers and each other Person who controls Seller (within the meaning of the Securities Act of 1933 (the "Securities Act")) against any losses, claims, damages, liabilities, joint or several, to which Seller or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of a material fact contained in the proxy statement or consent solicitation or any amendment thereof or supplement thereto or (ii) any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such proxy statement or consent
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Related to Proxy Consent Solicitation

  • No Proxy Solicitations Stockholder will not, and will not permit any entity under Stockholder's control to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (ii) initiate a Stockholders' vote or action by consent of the Company Stockholders with respect to an Opposing Proposal; or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of the Company with respect to an Opposing Proposal.

  • Stockholders Approval This Agreement and the transactions contemplated hereby shall have been approved by the requisite affirmative vote of the holders of the outstanding shares of Seller Common Stock present and voting at the Seller Stockholders Meeting in accordance with applicable law.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Preparation of the Proxy Statement; Stockholders Meeting (a) As promptly as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement and the Company shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) The Company shall, as promptly as practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Stockholder Approval, regardless of whether an Adverse Recommendation Change has occurred at any time after the date of this Agreement. The Company shall use its reasonable best efforts to cause the Stockholders Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement, in each case subject to its rights under Section 4.02(b)(i). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal.