Common use of Proxy Statement; Shareholders Meeting Clause in Contracts

Proxy Statement; Shareholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall use its commercially reasonable best efforts to call and hold a meeting of its shareholders (the “Shareholders Meeting”) not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s shareholders for (i) the Migratory Merger and (ii) the Reverse Split (collectively, the “Proposals”). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly following the execution and delivery of this Agreement Closing the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (the “Shareholders Meeting”) not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s shareholders for (i) the Migratory Merger and (ii) the Reverse Split (collectively, the “ProposalsProposal”). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by promptly file definitive proxy materials with the SEC rules) promptly and Canadian securities authorities and mail such proxy materials to the shareholders of the Company. Each Abiomed and each Investor shall promptly furnish in writing to the Company such information relating to such Investor it and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder and with applicable provisions of Canadian securities laws and the Canada Business Corporations Act in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform Abiomed and the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly As soon as commercially reasonable following the execution and delivery of this Agreement Closing Date, the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (together with any adjournments or postponements thereof, the “"Shareholders Meeting”) not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”"), with such meeting to occur on or before July 31, 2003, for the purpose of seeking approval of the Company’s 's shareholders (the "Shareholder Approval") for (i) the Migratory Merger and (ii) the Reverse Split (collectively, the “Proposals”"Reverse Split Proposal"). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statementsuch proxy materials. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Shareholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly following the execution and delivery of this Agreement the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (the “Shareholders Meeting”) ), which shall be completed not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”)December 31, 2006, for the purpose of seeking approval of the Company’s shareholders for (i) the Migratory Merger issuance and sale to the Investors of the Remaining Shares (ii) the Reverse Split (collectively, the “ProposalsProposal”). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading; provided however, that the Company may rely on all information furnished by an Investor to the Company as true and correct. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly following the execution and delivery of this Agreement Closing the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (the “"Shareholders Meeting”") not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s 's shareholders for (i) the Migratory Merger and (ii) the Reverse Split (collectively, the “Proposals”"Proposal"). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by promptly file definitive proxy materials with the SEC rules) promptly and Canadian securities authorities and mail such proxy materials to the shareholders of the Company. Each Abiomed and each Investor shall promptly furnish in writing to the Company such information relating to such Investor it and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder and with applicable provisions of Canadian securities laws and the Canada Business Corporations Act in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s 's obligations under the 1934 Act, the Company will promptly inform Abiomed and the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly To the extent not completed prior to the date hereof, promptly following the execution and delivery of this Agreement Agreement, the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (together with any adjournments or postponements thereof, the “"Shareholders Meeting”") not later than the date which is 120 days after the Closing Date (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s 's shareholders (the "Shareholder Approvals") for (i) the Migratory Merger issuance and sale to the Investors of the Securities and (ii) the Reverse Split (collectively, the “"Proposals”"). In connection therewith, to the extent not completed prior to the date hereof, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statementsuch proxy materials. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “"Proxy Statement”") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Shareholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover at any time prior to the Shareholders MeetingClosing, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s 's obligations under the 1934 Act, the Company will promptly inform the Investors thereof.

Proxy Statement; Shareholders Meeting. (a) Promptly following the execution and delivery of this Agreement Closing Date, the Company shall use its commercially reasonable best efforts take all action necessary to call and hold a meeting of its shareholders (the “Shareholders Meeting”) ), which shall occur not later than the date which is 120 days after the Closing Date April 30, 2010 (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company’s shareholders for (i) the Migratory Merger issuance and sale to the Investors of the Securities (iiincluding all of the Conversion Shares issuable upon the full conversion of the Shares and all of the Warrant Shares issuable upon the full exercise of the Warrants) the Reverse Split (collectively, the “ProposalsProposal”). In connection therewith, the Company will promptly prepare and file with the SEC no later than the date which is 60 days after the Closing Date (the “Proxy Filing Deadline”) proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall (subject to any waiting period imposed by SEC rules) promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover at any time prior to the Shareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective Affiliatesaffiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company’s obligations under the 1934 Act, the Company will promptly inform the Investors thereof.