Share Exchange and Merger Sample Clauses

Share Exchange and Merger. Prior to Closing, each of the Company, MXY C and MXY D shall use all commercially reasonable efforts to obtain all corporate and shareholder approval (collectively, the MXY Shareholder Approval) necessary for the exchange of MXY C Shares and MXY D Shares for GGB Common Shares pursuant to this Agreement in accordance with the requirements of RCW 23.B.11.020 (the Share Exchange) and the completion of the merger involving the Company contemplated in the Reorganization. The Company, MXY C and MXY D shall seek the MXY Shareholder Approval as promptly as practicable after the date of this Agreement and, in any event, by no later than 60 days from the date hereof. The Company, MXY C and MXY D shall provide GGB and its legal counsel a reasonable opportunity to review and comment on drafts of any materials or other written communication sent by or on behalf of the Company, MXY C and MXY D to the members of the Company and/or the shareholders of MXY C and MXY D in connection with the MXY Shareholder Approval, and shall give reasonable consideration to any comments made by GGB and its counsel, and agrees that all information relating to GGB or this Agreement and the terms hereof for inclusion in such materials and communications must be in a form and content satisfactory to GGB, acting reasonably. The Company, MXY C and MXY D shall provide GGB with a final copy of any materials or other written communications prior to the proposed date of their distribution or sending to the members of the Company and/or the shareholders of MXY C and MXY D. The Company, MXY C and MXY D shall promptly advise GGB of any written communication from any member, shareholder or other stakeholder of the Company, MXY C or MXY D, as the case may be, in opposition to the Transaction, written notice of dissident or purported exercise by such person of any dissent rights received in relation to the Transaction.‌