Shareholders Meeting Sample Clauses

Shareholders Meeting. (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 but in any event no later than two (2) days after such confirmation, the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholders’ Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholders’ Meeting without the prior written consent of Parent, unless required to do so by applicable Law; provided, that in the event that the date of the Shareholders’ Meeting as originally called is for any reason adjourned or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required otherwise by applicable Laws or stock exchange requirements, the Company shall, if possible, implement such adjournment or other delay in such a way that the Company does not establish a new Record Date for the Shareholders’ Meeting, as so adjourned or delayed, (ii) mail or cause to be mailed the Proxy Statement to the holders of Shares (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, as of the Record Date, which meeting the Company shall duly convene and cause to occur as soon as reasonably practicable but in any event within thirty (30) days following the mailing of the Proxy Statement, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, and (iii) instruct or otherwise cause the Depository to (A) fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.02(b), without the consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholders’ Meeting. (b) No later than thirty (30) days after the date of mailing the Proxy Statement, the Company shall hold the Shareholders’ Meeting. Subje...

Shareholders Meeting. The Acquired Trust will call, convene and hold a meeting of shareholders of the Acquired Fund as soon as practicable, in accordance with applicable Law and the Old Mutual Governing Documents, for the purpose of approving this Agreement and the transactions contemplated herein as set forth in the Proxy Statement/Prospectus, and for such other purposes as may be necessary or desirable. In the event that, insufficient votes are received from shareholders, the meeting may be adjourned as permitted under the Old Mutual Governing Documents and applicable Law, and as set forth in the Proxy Statement/Prospectus in order to permit further solicitation of proxies.

Shareholders Meeting. As promptly as reasonably practicable following the date of this Agreement, (i) the Company shall prepare and file with the SEC a preliminary Proxy Statement and (ii) the Company and Parent shall jointly prepare and file with the SEC a Rule 13E-3 transaction statement on Schedule 13E-3, with each to be filed concurrently. Each of Parent and the Company shall furnish to the other party all information concerning, in the case of Parent, the Parent Parties, and in the case of the Company, the Company and its Affiliates, that is required or reasonable to be included in the Proxy Statement and Schedule 13E-3 and shall promptly provide such other assistance in connection with the preparation, filing and distribution of the Proxy Statement and Schedule 13E-3 as may be reasonably requested by the other party from time to time. The parties shall use their respective reasonable best efforts to have the Proxy Statement and Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable after such filing. Each party shall promptly notify the other party upon the receipt of any comments from the SEC or the staff of the SEC regarding the Proxy Statement, Schedule 13E-3 or any Other Required Filing or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, Schedule 13E-3 or any Other Required Filing. Each party shall promptly provide the other party with copies of all correspondence between such party and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement, the Schedule 13E-3, any Other Required Filing or the transactions contemplated by this Agreement. Each party shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement or the Schedule 13E-3. Prior to filing or mailing of the Proxy Statement and Schedule 13E-3 or responding to any comments of the SEC (or the staff of the SEC) with respect thereto, the Company and Parent, as applicable, shall provide the other party with a reasonable opportunity to review and to propose comments on such document or response, in each case except to the extent prohibited by Law or to the extent relating to a Competing Proposal, which comments such party shall consider and include or incorporate in such documents or responses unless such party objects thereto in good faith. The Company shall caus...

Shareholders Meeting. 3.2.1 The register of shareholders and the capital contribution certificates shall constitute sufficient evidence of the status of the Company’s shareholders and their holding of equity interests in the Company, unless there is sufficient evidence to the contrary. In the event of any changes in the Company’s shareholders and ownership structure, the Company shall update, replace and cancel the register of shareholders and the capital contribution certificates in a timely fashion. 3.2.2 Shareholders’ meetings are classified into annual shareholders’ meetings and extraordinary shareholders’ meetings. Shareholders’ meetings shall be convened by the board of directors. Annual shareholders’ meetings shall be held once a year within three months after the end of the previous fiscal year. Subject to the provisions of Article 3.2.4 and Article 3.2.5, shareholders’ meetings shall be valid only if attended by shareholders representing more than half of the voting rights held by all shareholders. 3.2.3 Any shareholder entitled to attend and vote at a shareholders’ meeting shall have the right to appoint another person as his/her proxy to attend and vote at such meeting on his/her behalf. Any proxy representing a shareholder shall exercise shareholders’ rights within the scope authorized by such shareholder. 3.2.4 Shareholders of the Company shall exercise their voting rights at the shareholders’ meetings in proportion to their respective ownership in the Company. Resolutions of shareholders’ meetings may be passed only if approved by shareholders representing more than half of the voting rights held by all shareholders. However, the following matters of the Company shall be approved by shareholders representing more than half of the voting rights held by all shareholders at a duly convened shareholders’ meeting, in which case at least the affirmative votes of all investors should have been obtained (regardless of whether the investors attend the shareholders’ meeting or not): (1) Any modifications, changes or additions made by the Company to investors’ rights, special rights or powers, including any amendments to, or re-signing or termination of, the Transaction Documents and the exhibits thereto; (2) In addition to the Company’s existing Employee Equity Incentive Plans, reserving or creating new employee equity or option pools, or engaging in any other activities that may result in a dilution of investors’ equity interests in the Company; (3) Determining, declaring ...

Shareholders Meeting. 9 Section 1.9

Shareholders Meeting. (a) If required by applicable law in order to consummate the Merger, as soon as practicable following the acceptance for payment of and payment for shares of Company Common Stock by the Purchaser pursuant to the Offer, the Company, acting through the Board of Directors of the Company, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its shareholders (the "Company Shareholders Meeting") for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to Section 5.02, include in the Proxy Statement the recommendation of the Board of Directors of the Company that shareholders of the Company vote in favor of the approval of the Merger and this Agreement. (b) Crane agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then owned by it, the Purchaser or any of its other Subsidiaries in favor of the approval of the Merger and of this Agreement. Following the consummation of the Offer, if required by applicable law in order to consummate the Merger, Crane shall use its best efforts to cause the Company to take the actions set forth in Section 1.11(a).

Shareholders Meeting. If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law, subject to the terms and conditions of this Agreement: (a) as soon as reasonably practicable, duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "Shareholders' Meeting") for the purpose of considering and taking action upon the approval of the Merger and the approval and adoption of this Agreement; (b) except as permitted in Section 1.10(c) and 5.2 below, include in the Proxy Statement (as hereinafter defined) the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval and adoption of this Agreement; (c) use reasonable efforts to obtain shareholder approval (subject to the Board, after having consulted with legal counsel, determining in good faith that the taking of such action would constitute a breach of the Board's fiduciary obligations under applicable law); (d) prepare and file with the Securities and Exchange Commission ("SEC") a preliminary proxy or information statement relating to the Merger and this Agreement and use its best efforts to obtain and furnish the information required to be included by it in the proxy or information statement and, after consultation with Purchaser, respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement, and cause a definitive proxy or information statement, including any amendment or supplement thereto (such proxy or information statement, together with any amendments or supplements thereto, the "Proxy Statement") to be mailed to its shareholders at the earliest practicable time; and (e) incorporate into the Proxy Statement written information provided by Purchaser concerning Purchaser and Acquisition Sub required to be included in the Proxy Statement. The Company shall not be responsible or liable for any untrue statement of a material fact or omission to state a material fact required to be stated in the Proxy Statement or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, to the extent that any such untrue statement of a material fact or omission to state a material fact was made by the Company in reliance upon and in conformity with written information concerning Purchaser or Acquisition Sub furnished to the Company by Purchaser specificall...

Shareholders Meeting. The Company shall, as promptly as reasonably practicable after the date the Registration Statement is declared effective, take all action necessary, including as required by and in accordance with the WBCL, the Company Articles of Incorporation and the Company Bylaws to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of obtaining the Company Shareholder Approval. The Company and the Company Board will use their reasonable best efforts to obtain from its shareholders the votes in favor of the adoption of this Agreement required by the WBCL, including by recommending that its shareholders vote in favor of this Agreement, and the Company and the Company Board will not withdraw, qualify or adversely modify (or publicly propose or resolve to withdraw, qualify or adversely modify) the Company Board’s recommendation to the Company’s shareholders that the Company’s shareholders vote in favor of the adoption and approval of this Agreement (an “Adverse Recommendation”). However, if, prior to the time the Company Shareholder Approval is obtained, the Company Board, after consultation with its financial advisor and outside counsel, determines in good faith that (a) an Acquisition Proposal constitutes a Superior Proposal and (b) it is reasonably likely that to continue to recommend this Agreement to its shareholders in light of such Acquisition Proposal would result in a violation of its fiduciary duties under the WBCL, then, in submitting this Agreement at the Company Shareholders Meeting, the Company Board may make an Adverse Recommendation or publicly propose or resolve to make an Adverse Recommendation.

Shareholders Meeting. Innes Street shall submit this Agreement to its shareholders for approval at a special meeting to be held as soon as practicable, and, subject to the next sentence, its Boards of Director shall recommend approval of this Agreement to the Innes Street shareholders. The Board of Directors of Innes Street may fail to make such a recommendation, or withdraw, modify or change any such recommendation only in connection with a Superior Proposal, as set forth in Section 5.06 of this Agreement, and only if such Board of Directors, after having consulted with and considered the advice of outside counsel to such Board, has determined that the making of such recommendation, or the failure so to withdraw, modify or change its recommendation, would constitute a breach of the fiduciary duties of such directors under North Carolina law. Innes Street shall take all steps necessary in order to hold a special meeting of shareholders for the purpose of approving this Agreement within three (3) months of the date of this Agreement, or as soon thereafter as is practicable. Innes Street shall promptly inform ▇▇▇▇▇▇ Bancorp of any shareholder from whom Innes Street receives notice of intent to assert dissenters' rights under the NCBCA in connection with the Merger. The Proxy Statement will not, at the time it is mailed to Innes Street shareholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading; except the Innes Street assumes no responsibility for any statement of a material fact, or failure to state a material fact necessary in order to make the statements therein not misleading, concerning ▇▇▇▇▇▇ Bancorp or ▇▇▇▇▇▇ Federal that is included in the Proxy Statement and that is provided in writing by ▇▇▇▇▇▇ Bancorp or ▇▇▇▇▇▇ Federal; and