Proxy Statement; Shareholder Approval Clause Samples
Proxy Statement; Shareholder Approval. (a) As promptly as reasonably practicable following the date of this Agreement, the Company will prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 6.9, the Proxy Statement will include the Company Board Recommendation. Parent will cooperate with the Company in the preparation and filing of the Proxy Statement and will furnish all information concerning it that is necessary in connection with the preparation of the Proxy Statement and is reasonably requested by the Company. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders, in each case as promptly as reasonably practicable after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will provide Parent with an opportunity to review and comment on such document or response (including by participating in any discussions or meetings with the SEC) and will give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement or the Transactions.
(b) If, at any time prior to obtaining the Company Shareholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, is discovered by the Company or Parent that 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 required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information will as promptly as practicable notify the other Party and an appropri...
Proxy Statement; Shareholder Approval. (a) Purchaser shall, in accordance with Applicable Law and its Certificate of Incorporation and Bylaws:
(i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "MEETING") following the mailing of the Proxy Statement for the purpose of obtaining the Shareholder Approval; provided, however, that Purchaser may adjourn or postpone the Meeting to ensure that any required supplement or amendment to the Proxy Statement (as determined by Purchaser after consultation with outside counsel) is provided to Purchaser's shareholders or, if, as of the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Purchaser Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting;
(ii) prepare an amendment to the preliminary proxy materials heretofore filed by Purchaser with the SEC in connection with the Meeting (the "PROXY STATEMENT") as soon as practicable after the date hereof (provided that (A) Sellers and their counsel shall be given reasonable opportunity to review and comment on the preliminary Proxy Statement, any amendments thereto prior to filing with the SEC, and (B) Sellers shall have the right to draft and to consent to any descriptions of or references to Sellers, the Company or any of their respective Affiliates, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x)
(1) to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and (2) to promptly supply Sellers with copies of all correspondence between Purchaser or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its shareholders promptly following the clearance of the Proxy Statement by the SEC and, if necessary (as determined by Purchaser after consultation with outside counsel), after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies;
(iii) make all other necessary filings with respect to this Agreement and the Ancillary Agreements and the transactions contemplated thereby under the Securities Act, the Exchange Act, the rules and regulations of the AMEX, applicable sta...
Proxy Statement; Shareholder Approval. Section 7.1(a) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank and Delanco shall promptly prepare and file with the FDIC and the SEC a proxy statement and offering circular (including any amendments thereto, the “Proxy Statement”) as promptly as reasonably practicable after the date of this Agreement, subject to full cooperation of both Parties and their respective advisors and accountants. First Bank and Delanco agree to cooperate, and to cause their respective Subsidiaries to cooperate, with the other Party and its counsel and its accountants in the preparation of the Proxy Statement. Each of First Bank and Delanco agrees to use all commercially reasonable efforts to cause the Proxy Statement to be cleared by the FDIC and the SEC as promptly as reasonably practicable after filing thereof, and following the Proxy Statement being cleared by the FDIC and the SEC (whether affirmatively or by lapse of any required review period by the SEC and FDIC) and the receipt of the Requisite Regulatory Approval of the Bank Merger from the NJDOBI, each of First Bank and Delanco shall promptly thereafter mail or deliver the Proxy Statement to its respective shareholders. First Bank also agrees to use its commercially reasonable efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions contemplated by this Agreement, and Delanco shall furnish all information concerning Delanco and the holders of Delanco Common Stock as may be reasonably requested in connection with any such action. Each of First Bank and Delanco agrees to furnish to the other Party all information concerning itself, its Subsidiaries, officers, directors and shareholders and such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement or any other statement, filing, notice or application made by or on behalf of First Bank, Delanco or their respective Subsidiaries to any Regulatory Authority in connection with the Merger, the Bank Merger and the other transactions contemplated by this Agreement. Delanco shall have the right to review and consult with First Bank with respect to any information included in, the Proxy Statement prior to its being filed with the FDIC and the SEC. First Bank will advise Delanco, promptly after First Bank receives notice thereof, of the time when the Proxy Statement has been cleared by the F...
Proxy Statement; Shareholder Approval. (a) In connection with the Shareholders’ Meeting, Seller shall prepare a Proxy Statement and mail such Proxy Statement to Seller’s shareholders, and the Parties shall each cooperate in the preparation of such document and shall furnish all information as may reasonably be requested by Seller in connection with such action.
(b) Seller shall duly call, give notice of, convene and hold a Shareholders’ Meeting, to be held as soon as reasonably practicable after the date hereof, on a date reasonably acceptable to Buyer, for the purpose of voting upon approval and adoption of this Agreement, the Merger, and the related transactions (“Seller Shareholder Approval”) and such other related matters as it deems appropriate and shall, subject to the provisions of Section 8.5, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement and the Merger and use its reasonable efforts to obtain such Seller Shareholder Approval.
Proxy Statement; Shareholder Approval. The Company shall call a Shareholders' Meeting, to be held as soon as reasonably practicable for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) the Company shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of the Company shall recommend to its shareholders the approval of this Agreement, and (iv) the Board of Directors and officers of the Company shall use their reasonable efforts to obtain such shareholders' approval.
Proxy Statement; Shareholder Approval. {Only at the First Closing.} A copy of the definitive proxy materials as mailed to all of the voting securityholders of the Company and at and only at the Final Closing, evidence of the Shareholder Approval.
Proxy Statement; Shareholder Approval. As soon as practicable after ------------------------------------- execution of this Agreement, Holdings shall take any action required to be taken under the 1933 Act and the applicable state Blue Sky or securities Laws in connection with the issuance of the shares of Holdings Common Stock upon consummation of the Merger. ▇▇▇▇ shall furnish all information concerning it and the holders of its capital stock as Holdings may reasonably request in connection with such action. ▇▇▇▇ shall call a Shareholders' Meeting, to be held as soon as reasonably practicable for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (a) Holdings, with the consent and approval, and on behalf of ▇▇▇▇, shall prepare a Proxy Statement and mail it to Tara's shareholders, (b) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (c) the Board of Directors of ▇▇▇▇ shall recommend (subject to compliance with their fiduciary duties as advised by counsel) to their shareholders the approval of this Agreement, (d) the Board of Directors and officers of ▇▇▇▇ shall use their reasonable efforts to obtain such shareholders' approval (subject to compliance with their fiduciary duties as advised by counsel), and (e) the members of the Board of Directors of ▇▇▇▇ shall vote all of their shares of ▇▇▇▇ Common Stock in favor of approval of this Agreement.
Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, Enterprise shall call a Shareholders’ Meeting for the purpose of obtaining the Required Shareholder Approval and shareholder approval of such other related matters as it deems appropriate. In connection with the Shareholders’ Meeting but subject to the provisions of Section 8.7 hereof, (i) Enterprise shall prepare and file with the Federal Reserve Board a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of Enterprise shall recommend to its stockholders the approval of the Agreement and the transactions contemplated hereby, and (iv) the Board of Directors and officers of Enterprise shall use their commercially reasonable efforts to obtain such Required Shareholder Approval.
Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, ECB shall call a Shareholders Meeting, to be held as soon as reasonably practicable, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) ECB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) ECB shall allow Civic and BanCorp a reasonable opportunity to review and comment on such Proxy Statement before mailing, (iv) the Board of Directors of ECB shall recommend to its respective shareholders the approval of the matters submitted for approval (subject to the Board of Directors of ECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to ECB's shareholders under applicable law), and (v) the Board of Directors and officers of ECB shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of ECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to ECB's shareholders under applicable law). The Parties shall make all necessary filings with respect to the Merger under the Securities Laws.
Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after delivery by Icon of the Icon Audited Financial Statements, Acsys shall prepare and file with the SEC a proxy statement ("Proxy Statement") for use at a meeting of the holders of Acsys Common Stock (the "Shareholders' Meeting"), to be held as soon as reasonably practicable after the Proxy Statement is cleared by the SEC, for the purpose of voting upon the issuance of shares of Acsys Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the preparation of the Proxy Statement, Icon shall deliver the Icon Audited Financial Statements to Acsys as soon as practicable after the date of this Agreement, and in any event not later than April 25, 1998, and Icon and the Shareholders shall furnish to Acsys all other information concerning them that Acsys may reasonably request for inclusion in such Proxy Statement and shall promptly inform Acsys upon discovering, prior to the Shareholders' Meeting, that information relating to any of them contained in the Proxy Statement or in any other communication with respect to the solicitation of any proxy for the Shareholders' Meeting is false or misleading with respect to any material fact, or omits to state any material fact necessary to correct any statement made in the Proxy Statement or in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting.
(b) Prior to the Effective Time, Icon shall submit this Agreement to the holders of Icon Class B Common Stock, if any, for their approval in accordance with applicable Law and the provisions of governing instruments.