Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. Subject to the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except to the extent the Company Board has effected a Company Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use reasonable best efforts to secure the vote of the shareholders of the Company required by the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Costa Inc), Agreement and Plan of Merger (Essilor International /Fi)

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Shareholders Meeting. Subject to The Company shall, as promptly as practicable after the terms and conditions later of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, (i) ten (10) days after the Company, acting through date the Company Boardfiles the Proxy Statement with the SEC and (ii) the date the Company receives notice from the SEC that it has no further comments on the Proxy Statement, shall take all actions action necessary in accordance with applicable Law, its Articles of Incorporation and By-laws law and the rules Company’s articles of The Nasdaq Stock Market incorporation and by-laws, as each is amended, to promptly and duly fix a record date for, call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable after to consider the date of this Agreement, approval and not later than the 40th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders elimination of the Exchange Cap (the “Company and include such recommendation in the Proxy StatementShareholders’ Meeting”). Except to the extent the The Company Board has effected a Company Adverse Recommendation Change, the Company shall will use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal elimination of the Exchange Cap, and shall use reasonable best efforts will take all other action reasonably necessary or advisable to secure the vote or consent of the its shareholders of the Company required by the rules of The Nasdaq Stock the NASDAQ Global Market or the RIBCA applicable law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent and considering in good faith Parent’s recommendation, may, Company may adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any required necessary supplement or amendment to the Proxy Statement is provided to its shareholders in advance of a vote on the Company’s shareholders (or that elimination of the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) Exchange Cap or, if if, as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement)scheduled, there are insufficient affirmative votes shares of Common Stock represented (either in person or by proxy) to duly authorize constitute a quorum necessary to conduct the business of such meeting. The Company shall use commercially reasonable efforts such that the Company Voting Proposal. If as Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders’ Meeting are solicited in compliance with applicable law, the rules of the time for NASDAQ Global Market and the Company’s articles of organization and by-laws, as each is amended. Without the prior written consent of Purchaser 1, the elimination of the Exchange Cap shall be the only matter which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes shall propose to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing be acted on by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider at the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by LawShareholders’ Meeting.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Marathon Fund L P V), Securities Purchase Agreement (Wilsons the Leather Experts Inc)

Shareholders Meeting. Subject Pursuant to the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIIIMerger Agreement, the CompanyCompany must, acting through if required by applicable law in order to consummate the Company BoardMerger, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date a special meeting of the mailing holders of the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting Common Stock for the purpose of considering and voting upon the Company Voting ProposalMerger Agreement and the Merger. Without limiting The Merger Agreement provides that, if required by applicable law to consummate the generality of the foregoing, and subject to Section 6.1Merger, the Company agrees that its obligations will, as promptly as practicable after the purchase of shares of Common Stock pursuant to this Section 6.5 shall not be affected by the commencementOffer, public proposal, public disclosure or communication prepare and file with the Commission a preliminary proxy statement relating to the Company or any other person of any Acquisition Proposal. Subject Merger and the Merger Agreement and use its reasonable efforts to Section 6.1, respond to the Company Board shall recommend adoption comments of the Commission in connection with the preliminary proxy statement and to furnish all information required to prepare the definitive proxy statement (the "Proxy Statement"). The Company Voting Proposal must also, promptly after the purchase of Shares pursuant to the Offer and if required by law to consummate the Merger, cause the Proxy Statement to be mailed to the shareholders of the Company and include such recommendation in the Proxy StatementCompany. Except to the extent The Merger Agreement provides that the Company Board has effected a Company Adverse Recommendation Change, the Company shall must use its reasonable best efforts to solicit from its shareholders proxies in favor and, subject to the fiduciary obligations of the Company Voting Proposal Company's directors under applicable law, as determined by them in good faith after consulting with outside counsel, take all other action necessary and shall use reasonable best efforts advisable to secure the vote of shareholders required by applicable law to obtain the shareholders approval for the Merger Agreement and the Merger. Subject to the fiduciary obligations of the Company required Company's directors under applicable law as determined in good faith by the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, them after consulting with the Parent and considering in good faith Parent’s recommendationoutside counsel, may, adjourn or postpone the Company Meeting to the extent necessary to ensure has agreed that any required supplement or amendment to it will include in the Proxy Statement is provided the recommendation of its Board of Directors that holders of Common Stock approve and adopt the Merger Agreement and approve the Merger. The Merger Agreement provides that in the event that the Purchaser acquires at least 80% of the outstanding Shares pursuant to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting ProposalOffer, the Company shallmust, if requested to do so in writing by at the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption request of the Company Voting Proposal by Purchaser, subject to the holders of a majority terms of the shares outstanding on Merger Agreement, take all necessary and appropriate action to cause the record date for the Merger to become effective as soon as reasonably practicable after such acquisition, without a meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal's shareholders, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote in accordance with Section 607.1104 of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by LawFBCA.

Appears in 1 contract

Samples: Merger Agreement (Airtours PLC)

Shareholders Meeting. Subject (a) If a vote of the Company's shareholders is required by law, the Company will, as promptly as practicable following the acceptance for payment of Shares by Acquisition pursuant to the terms Offer, take, in accordance with applicable law and conditions its Certificate of Incorporation and Bylaws, all action necessary to convene a meeting of holders of Shares (the "Shareholders Meeting") to consider and vote upon the approval of this Agreement. In connection with such shareholders meeting, the Company will prepare and file with the SEC a proxy statement for the solicitation of a vote of holders of Shares approving the Merger (the "Proxy Statement"), which shall include the recommendation of the Company Board that shareholders of the Company vote in favor of the approval and adoption of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date written opinion of the mailing of Financial Advisor referred to in Section 1.2(a) that the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject cash consideration to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal received by the shareholders of the Company and include such recommendation in the Proxy Statement. Except pursuant to the extent the Company Board has effected Merger is fair to such shareholders from a Company Adverse Recommendation Change, the financial point of view. The Company shall use its all reasonable best efforts to solicit from its shareholders proxies in favor of have the Company Voting Proposal Proxy Statement cleared by the SEC as promptly as practicable after such filing, and shall use reasonable best efforts promptly thereafter mail the Proxy Statement to secure the vote of the shareholders of the Company. The Company required by the rules of The Nasdaq Stock Market or the RIBCA shall also use its best efforts to obtain such approvals. Notwithstanding anything to the contrary contained all necessary state securities law or "blue sky" permits and approvals required in this Agreement, the Company, after consulting connection with the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and to consummate the other transactions contemplated by this AgreementAgreement and will pay all expenses incidental thereto. Notwithstanding the foregoing, except if Parent, Acquisition and/or any other subsidiary of Parent shall acquire at least ninety percent (90%) of the issued and outstanding shares of Company Common Stock pursuant to the Offer, the parties shall take all necessary and appropriate action to cause the Merger to become effective as may otherwise be required by Lawsoon as practicable after the expiration of the Offer without a Shareholders Meeting in accordance with the DGCL.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Huntsman Packaging Corp)

Shareholders Meeting. Subject The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the terms date on which the S-4 becomes effective for the purpose of voting upon the approval and conditions adoption of this Agreement and the consummation of the transactions contemplated hereby (the “Company Shareholders’ Meeting”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board’s legal counsel and the provisions of Section 5.03 of this Agreement, (i) recommend to its shareholders approval of this Agreement and the transactions contemplated hereby and such other matters as may be submitted to its shareholders in connection with this Agreement, (ii) include such recommendation in the Proxy Statement for such Company Shareholders’ Meeting and (iii) use commercially reasonable efforts to obtain from the Company’s shareholders a vote approving and adopting this Agreement. The Company shall adjourn or postpone the Company Shareholders’ Meeting, and further solicit proxies, if, as of the time for which such meeting is originally scheduled there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting or, if, on the date of such meeting, the Company has not received proxies representing a sufficient number of shares necessary to obtain shareholder approval. Notwithstanding anything to the contrary herein, unless this Agreement has been terminated in accordance with Article VIII, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint that prevents such actionterms, the Company Shareholders’ Meeting for the purpose of considering shall be convened and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject this Agreement shall be submitted to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except to the extent the Company Board has effected a Company Adverse Recommendation Change, the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use reasonable best efforts to secure the vote of the shareholders of the Company required by the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting purpose of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for on the adoption of this Agreement and for the consummation by other matters contemplated hereby, and nothing contained herein shall be deemed to relieve the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by Lawsuch obligation.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Investors Bancorp, Inc.)

Shareholders Meeting. Subject to the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, the The Company, acting through the Company BoardBoard (or a committee thereof), shall as promptly as reasonably practicable following the date on which the Company files and/or cleared with the SEC the Form 6-K with the Proxy Statement (but subject to the last sentence of this Section 7.02), take all actions in accordance with applicable Lawaction required under the Bermuda Companies Act, its Articles the memorandum of Incorporation association and Bythe bye-laws of the Company and the rules applicable requirements of The Nasdaq Stock Market the NASDAQ necessary to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint Shareholders’ Meeting; provided that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication may adjourn such meeting solely (i) to the Company or any other person of any Acquisition Proposal. Subject extent required by Law, (ii) to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to approve the Bye-Laws Amendments and/or to obtain the Requisite Company Vote, (iii) if as of the time for which the Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) to constitute a quorum as necessary to conduct the business of the Shareholders’ Meeting or (iv) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has effected determined in good faith after consultation with outside legal counsel is necessary under applicable Laws, and for such supplemental or amended disclosure to be disseminated and reviewed by the Shareholders prior to the Shareholders’ Meeting. The Company, acting through the Company Board (or a committee thereof), shall, subject to Section 7.04(c) and Section 7.04(d), (a) make the Company Adverse Recommendation Changeand include in the Proxy Statement the Company Recommendation and, subject to the consent of the Financial Advisor, the Company shall written opinion of the Financial Advisor, and (b) use its reasonable best efforts to solicit from its shareholders proxies obtain the Requisite Company Vote; provided that the Company Board may (1) fail to include the Company Recommendation in favor the Proxy Statement, (2) withdraw, modify, qualify or change the Company Recommendation, in a manner adverse to Parent or Amalgamation Sub, or (3) adopt, approve or recommend, or publicly propose or announce any intent to adopt, approve or recommend, any of the foregoing (including any Competing Transaction) or otherwise take any other action or make any other public statement in connection with the Shareholders’ Meeting inconsistent with the Company Voting Proposal Recommendation (any of the actions described in the foregoing clauses (1) through (3), a “Change in the Company Recommendation”), in each case in accordance with the terms and shall conditions of Section 7.04(c) and Section 7.04(d), as applicable, and, following such Change in the Company Recommendation, may fail to use such reasonable best efforts to secure obtain the vote of the shareholders of the Requisite Company required by the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvalsVote. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with Company shall not be required to hold the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Shareholders’ Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by Lawis validly terminated in accordance with Article IX.

Appears in 1 contract

Samples: Agreement and Plan of Amalgamation (Global Sources LTD /Bermuda)

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Shareholders Meeting. Subject to the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIII, the The Company, acting through the Company Board, shall take all actions in accordance with applicable Lawlaw, its Articles of Incorporation Organization and By-laws and the rules of The Nasdaq Stock Global Select Market to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date of the mailing of SEC confirms that it has no further comments on the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, (a) the Company Board shall recommend adoption approval of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except to the extent Statement and (b) the Company Board has effected shall not effect a Company Adverse Board Recommendation Change. Subject to Section 6.1, the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use reasonable best efforts take all other action reasonably necessary or advisable to secure the vote or consent of the shareholders of the Company required by the rules of The Nasdaq Stock Global Select Market or the RIBCA MBCA to obtain such approvals. The Company shall keep the Buyer updated with respect to proxy solicitation results as reasonably requested by the Buyer. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent and considering in good faith Parent’s recommendation, may, Company may adjourn or postpone the Company Meeting after consultation with the Buyer, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for within a reasonable period amount of time so as to allow shareholders to become aware in advance of such information) the Company Meeting or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), ) there are insufficient affirmative votes shares of Company Common Stock represented (either in person or by proxy) to duly authorize constitute a quorum necessary to conduct the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption business of the Company Voting Proposal Meeting. The Company agrees that, unless this Agreement has been terminated in accordance with Section 8.1, its obligations pursuant to this Section 6.5 shall not be affected by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders making of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation Company Board Recommendation Change by the Company Board or the occurrence of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by Lawa Company Intervening Event.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Science & Engineering, Inc.)

Shareholders Meeting. Subject to The Company shall, as promptly as reasonably practicable after the terms and conditions of this Agreement and unless this Agreement has been terminated in accordance with Article VIIIdate hereof, the Company, acting through the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly fix set a record date for, call, give notice of, convene and hold a special meeting of shareholders of the Company (the “Shareholders’ Meeting”) for the purpose of obtaining the Shareholder Approval as promptly as reasonably practicable after following the date upon which the Proxy Statement is cleared by the SEC (with the record date and meeting date to be set by the Company Board after consultation with Parent). Subject to the terms of this Agreement, and not later than the 40th calendar day immediately following the date of the mailing of the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting for the purpose of considering and voting upon the Company Voting Proposal. Without limiting the generality of the foregoing, and subject to Section 6.1, the Company agrees that its obligations pursuant to this Section 6.5 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal. Subject to Section 6.1, the Company Board shall recommend adoption of the Company Voting Proposal by that the shareholders of the Company vote in favor of approval of the Merger and include such recommendation the adoption of this Agreement. At the Shareholders’ Meeting, Parent will cause all shares of Company Common Stock held of record by Parent or Merger Sub (or its assignees, if any) as of the applicable record date and entitled to vote thereon to be voted in favor of the approval of the Merger and the adoption of this Agreement. The Company shall comply in all material respects with the MBCA, the Company Articles of Incorporation, the Company Bylaws, the Exchange Act and the rules and regulations of NASDAQ in connection with the Shareholders’ Meeting, including preparing and delivering the Proxy Statement. Except Statement to the extent Company’s shareholders as required pursuant to the Company Board Exchange Act and Section 6.01(b) below. Subject to the terms of this Agreement, unless there has effected a Company been an Adverse Recommendation Change, the Company shall use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal and shall use reasonable best efforts to secure the vote approval of the Merger and the adoption of this Agreement in compliance in all material respects with all applicable Laws and all rules of NASDAQ, and secure any other approval of shareholders of the Company that is required by applicable Law to effect the rules of The Nasdaq Stock Market or the RIBCA to obtain such approvalsMerger. Notwithstanding anything to the contrary contained Unless this Agreement is validly terminated in this Agreement, the Company, after consulting accordance with the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Company’s shareholders (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such information) or, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting ProposalSection 8.01, the Company shall submit this Agreement to its shareholders at the Shareholders’ Meeting even if the Company Board shall have effected an Adverse Recommendation Change or proposed or announced any intention to do so. The Company shall, if requested upon the reasonable request of Parent, advise Parent at least on a daily basis on each of the last seven business days prior to do so in writing the date of the Shareholders’ Meeting as to the aggregate tally of proxies received by the Company with respect to the Shareholder Approval. Without the prior written consent of Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation transactions contemplated hereby (including the Merger) and a non-binding vote on executive compensation shall be the only matters (other than procedural matters) that the Company shall propose to be acted on by the Company shareholders of the Merger and Company at the other transactions contemplated by this Agreement, except as may otherwise be required by LawShareholders’ Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Buffalo Wild Wings Inc)

Shareholders Meeting. Subject to The Company shall promptly after the terms and conditions date of this Agreement and unless this Agreement has been terminated take all action reasonably necessary in accordance with Article VIII, the Company, acting through WBCL and the Company Board, shall take all actions in accordance with applicable Law, its Articles of Incorporation and the Company By-laws and the rules of The Nasdaq Stock Market Laws to promptly and duly fix a record date for, call, give notice of, convene and hold as promptly as reasonably practicable after the date of this Agreement, and not later than the 40th calendar day immediately following the date a meeting of the mailing of Company’s shareholders (the Proxy Statement absent any legal restraint that prevents such action, the Company Meeting “Shareholders’ Meeting”) for the purpose of considering and voting upon obtaining the Company Voting Proposal. Without limiting Requisite Vote as promptly as practicable following the generality of the foregoingdate hereof, and subject to Section 6.1, but in no event shall the Company agrees that its obligations pursuant be required to this Section 6.5 shall not be affected by convene the commencementShareholders’ Meeting prior to September 29, public proposal, public disclosure or communication to the Company or any other person of any Acquisition Proposal2011. Subject to Section 6.14.3, the Company Board shall recommend adoption of the Company Voting Proposal by the shareholders of the Company and include such recommendation in the Proxy Statement. Except to the extent the Company Board has effected a Company Adverse Recommendation Changeabove, the Company shall use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of the Company Voting Proposal adoption and approval of this Agreement and the transactions contemplated hereby, including the Merger, and shall use reasonable best efforts take all other action reasonably necessary or reasonably advisable to secure the vote of shareholders required by the rules of NASDAQ or applicable Law to obtain such approvals. Unless this Agreement is terminated pursuant to, and in accordance with, Section 8.1, this Agreement shall be submitted to the shareholders of the Company required by at the rules Shareholders’ Meeting for the purpose of The Nasdaq Stock Market or adopting and approving this Agreement and the RIBCA to obtain such approvalsMerger. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consulting with the Parent and considering in good faith Parent’s recommendation, may, adjourn or postpone the Company Meeting Except to the extent necessary to ensure expressly permitted by Section 4.3(d) or 4.3(e): (i) the Company Board shall recommend that any required supplement or amendment to the shareholders of the Company vote in favor of adoption and approval of this Agreement at the Shareholders’ Meeting, (ii) the Proxy Statement is provided shall include a statement to the effect that the Company Board has recommended by unanimous vote of the directors attending a meeting of the Company Board that the Company’s shareholders vote in favor of adoption and approval of this Agreement at the Shareholders’ Meeting and (or that the information set forth therein is publicly available for a reasonable period of time so as to allow shareholders to become aware of such informationiii) or, if as of the time for which neither the Company Meeting is originally scheduled (as set forth Board nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in the Proxy Statement), there are insufficient affirmative votes a manner adverse to duly authorize the Company Voting Proposal. If as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient affirmative votes to duly authorize the Company Voting Proposal, the Company shall, if requested to do so in writing by the Parent, adjourn or postpone the Company Meeting for up to 30 days. The parties agree that the affirmative vote for adoption recommendation of the Company Voting Proposal by the holders of a majority of the shares outstanding on the record date for the meeting of Board that the Company’s shareholders (the “Company Meeting”) to consider the Company Voting Proposal, vote in favor of (i) the Class A Common Stock and Class B Common Stock, voting together as a single class, and (ii) the Class B Common Stock, voting as a separate class (clauses (i) and (ii) together, the “Required Company Shareholder Vote”), is the only vote of the holders of any class or series of the Company’s capital stock or other securities necessary for the adoption of this Agreement and for the consummation by the Company of the Merger and the other transactions contemplated by this Agreement, except as may otherwise be required by Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Renaissance Learning Inc)

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