Shareholders Meetings. (a) Notwithstanding any Company Change of Recommendation, the Company, acting through its Company Board of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the "Company Shareholders Meeting"); provided that the Company may postpone, recess or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by applicable Law) (i) to the extent required by Law or to prevent a breach of fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders prior to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or a committee thereof), shall subject to Section 7.1(d), (a) include in the Proxy Statement the Company Recommendation and, subject to the consent of each of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock and
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Samples: Agreement and Plan of Merger, Agreement and Plan of Merger
Shareholders Meetings. (a) Notwithstanding any Company Change of RecommendationTIL shall, in accordance with the CompanyXxxxxxxx Islands Act and TIL Organizational Documents, acting through its Company Board of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary to duly call, give notice of, convene of and hold a meeting of its TIL’s shareholders as promptly as practicable for the purpose of voting upon the approval of the Merger and the adoption of this Agreement (the “TIL Shareholders’ Meeting”). TNK shall, in accordance with the Xxxxxxxx Islands Act and the TNK Organizational Documents, duly call, give notice of and hold a meeting of TNK’s shareholders as promptly as practicable for the purpose of approving the Charter Amendment (the “TNK Shareholders’ Meeting”). Each of TIL and adopting this Agreement TNK shall use its reasonable best efforts to hold these shareholders’ meetings on the same day as soon as practicable after the date on which the Registration Statement becomes effective, provided, however, that (including any adjournment or postponement thereofa) each Party may change the date of, the "Company Shareholders Meeting"); provided that the Company may postpone, recess postpone or adjourn such its shareholder meeting for up (but not in any event to thirty (30) days (excluding any adjournment or postponements required by applicable Law) (ia date later than five Business Days prior to the End Date) to the extent that it has determined in good faith, after consultation with outside legal counsel and the other Party (and its outside counsel), that such change, postponement or adjournment is necessary to ensure that any required by Law supplement or to prevent a breach of fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies amendment to the extent Joint Proxy Statement/Prospectus is provided to the Company reasonably believes necessary applicable shareholders within a reasonable amount of time in order advance of such shareholder meeting and (b) each Party may (and if the other Party so requests, such Party shall (it being understood and agreed that such Party is not obligated to obtain change the Company Requisite Votedate if so requested by the other Party more than two times) change the date of, postpone or adjourn its shareholder meeting (iiibut not in any event to a date later than five Business Days prior to the End Date and provided that the Party does not set a new record date without the written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed)) if as of the time for which the Company Shareholders Meeting shareholder meeting is originally scheduled (as set forth in the Proxy Statement1) there are insufficient shares of Company Common Stock common stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting applicable shareholder meeting or (iv2) at such time the Party has not received proxies sufficient, when aggregated with the shares to be voted by Teekay and TNK, as applicable, to allow reasonable additional time for the filing receipt of the TIL Shareholder Approvals or TNK Shareholder Approvals, as the case may be, at the applicable shareholder meeting. Each of TIL and dissemination TNK shall include in the Joint Proxy Statement/Prospectus the recommendation of any supplemental or amended disclosure which their respective boards of directors that (i) in the Company Board case of Directors has determined TIL, the TIL shareholders vote in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach favor of fiduciary duty the approval of this Agreement and for such supplemental or amended disclosure to be disseminated and reviewed by (ii) in the Company's case of TNK, the TNK shareholders prior vote in favor of the Charter Amendment. Except to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or extent there has been a committee thereof), shall TIL Adverse Recommendation Change in accordance with and subject to Section 7.1(d)6.4, TIL shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the approval of this Agreement (awhich shall include, for the avoidance of doubt, the hiring of a proxy solicitor) include and shall take all other action necessary or advisable to secure the required vote of its shareholders. Except to the extent there has been a TNK Adverse Recommendation Change in the Proxy Statement the Company Recommendation and, accordance with and subject to the consent of each Section 6.5, TNK shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the Company Financial AdvisorsCharter Amendment (which shall include, for the avoidance of doubt, the written opinion hiring of a proxy solicitor) and shall take all other action necessary or advisable to secure the Company Financial Advisorsrequired vote of its shareholders. TIL agrees that its obligations to hold the TIL Shareholders’ Meeting pursuant to this Section 7.2 shall not be affected by the commencement, dated as public proposal, public disclosure or communication to TIL of any TIL Acquisition Proposal or by the date making of any TIL Adverse Recommendation Change. TNK agrees that its obligations to hold the TNK Shareholders’ Meeting pursuant to this AgreementSection 7.2 shall not be affected by the commencement, thatpublic proposal, as public disclosure or communication to TNK of such date, any TNK Acquisition Proposal or by the Per Share Merger Consideration is fair, from a financial point making of view, to the holders of the Company Common Stock andany TNK Adverse Recommendation Change.
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Shareholders Meetings. (a) Notwithstanding any The Company Change of Recommendation, shall take all action necessary in accordance with applicable Laws and the Company, acting through its Company Board of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC Organizational Documents of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary Company to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereofobtaining the Company Shareholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC. Except as permitted by Section 6.3, the "Company shall, through the Company Board, include in the Joint Proxy Statement the Company Board Recommendation for the approval of the Merger and the other Transactions at the Company Shareholders Meeting"); provided that Meeting and the Company may postponeshall solicit from the Company Shareholders proxies in favor of the approval of the Merger and the other Transactions. Notwithstanding anything to the contrary contained in this Agreement, recess or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by applicable Law) the Company (i) shall be required to adjourn the Company Shareholders Meeting to the extent necessary to ensure that any required by Law supplement or amendment to prevent a breach of fiduciary duty, the Joint Proxy Statement is provided to the Company Shareholders and (ii) to allow reasonable additional time to solicit additional proxies to the extent may adjourn the Company reasonably believes necessary in order to obtain the Company Requisite VoteShareholders Meeting if, (iii) 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 shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary or to conduct obtain the business of Company Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Shareholders Meeting or (iv) shall not be adjourned to allow reasonable additional time a date that is more than 30 days after the date for the filing and dissemination of any supplemental or amended disclosure which the meeting was previously scheduled; and provided, further, that the Company Board of Directors has determined in good faith Shareholders Meeting shall not be adjourned to a date on or after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders two Business Days prior to the End Date. Notwithstanding the foregoing, the Company may adjourn the Company Shareholders MeetingMeeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.3(d)(iii)(B). The Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, acting through its Company Board of Directors (or a committee thereof)give notice of, shall subject to Section 7.1(d), (a) include in the Proxy Statement convene and hold the Company Recommendation andShareholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, subject to the consent commencement, disclosure, announcement or submission of each any Company Superior Proposal or Company Competing Proposal, or by any Company Change of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock andRecommendation.
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Shareholders Meetings. (a) Notwithstanding SeaSpine shall take any Company Change of Recommendation, the Company, acting through its Company Board of Directors (or a committee thereof), shall promptly (but and all actions necessary in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary accordance with applicable Law and SeaSpine’s Organizational Documents to duly call, give notice of, convene and hold a meeting of its shareholders the SeaSpine Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, for the purpose of approving obtaining the SeaSpine Stockholder Approval (the “SeaSpine Stockholders’ Meeting”). Subject to Sections 6.04(b) and adopting 6.04(c), SeaSpine shall, through the SeaSpine Board, recommend that the SeaSpine Stockholders adopt this Agreement (including any adjournment and shall use reasonable best efforts to solicit from the SeaSpine Stockholders proxies in favor of the adoption of this Agreement and to take all other actions necessary or postponement thereofadvisable to secure the SeaSpine Stockholder Approval. Subject to Sections 6.04(b) and 6.04(c) and the remainder of this Section 6.03(a), the "Company Shareholders Meeting"); provided that the Company SeaSpine may postpone, recess only postpone or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by applicable Law) the SeaSpine Stockholders’ Meeting (i) to solicit additional proxies for the extent required by Law or to prevent a breach purpose of fiduciary dutyobtaining the SeaSpine Stockholder Approval, (ii) to allow reasonable additional time to solicit additional proxies to for the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, absence of a quorum and/or (iii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination and/or mailing of any supplemental or amended disclosure which the Company Board of Directors that SeaSpine has determined in good faith determined, after consultation with outside counsel legal counsel, is necessary reasonably likely to be required under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders SeaSpine Stockholders prior to the Company Shareholders SeaSpine Stockholders’ Meeting. The Company, acting through its Company Board provided that without the prior written consent of Directors Orthofix (not to be unreasonably withheld, conditioned or a committee thereof), shall subject to Section 7.1(ddelayed), (aA) include in the Proxy Statement the Company Recommendation andno single such adjournment or postponement pursuant to clauses (i), subject to the consent of each of the Company Financial Advisors(ii) or (iii) shall be for more than ten (10) Business Days, the written opinion of the Company Financial Advisors, dated except as of may be required by applicable Law and (B) all such adjournments and postponements together shall not cause the date of this Agreementthe SeaSpine Stockholders’ Meeting to be less than five (5) Business Days prior to the Termination Date. Subject to Sections 6.04(b) and 6.04(c), thatSeaSpine may and shall postpone or adjourn the SeaSpine Stockholders’ Meeting up to two (2) times for up to ten (10) Business Days each time upon the reasonable request of Orthofix. SeaSpine shall use reasonable efforts to, on a daily basis during the ten (10) Business Days prior to the date of the SeaSpine Stockholders’ Meeting, advise Orthofix as to the aggregate number of SeaSpine Shares entitled to vote at the SeaSpine Stockholders’ Meeting for which proxies have been received by SeaSpine with respect to the SeaSpine Stockholder Approval and the number of such date, proxies authorizing the Per Share Merger Consideration is fair, from a financial point of view, holder thereof to the holders vote in favor of the Company Common Stock andSeaSpine Stockholder Approval.
Appears in 1 contract
Samples: Agreement and Plan of Merger (SeaSpine Holdings Corp)
Shareholders Meetings. (a) Notwithstanding any The Company Change of Recommendation, shall take all action necessary in accordance with applicable Laws and the Company, acting through its Company Board of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC Organizational Documents of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary Company to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereofobtaining the Company Shareholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC. Except as permitted by Section 6.3, the "Company shall, through the Company Board, include in the Joint Proxy Statement the Company Board Recommendation for the approval of the Merger and the other Transactions at the Company Shareholders Meeting"); provided that Meeting and the Company may postponeshall solicit from the Company Shareholders proxies in favor of the approval of the Merger and the other Transactions. Notwithstanding anything to the contrary contained in this Agreement, recess or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by applicable Law) the Company (i) shall be required to adjourn the Company Shareholders Meeting to the extent necessary to ensure that any required by Law supplement or amendment to prevent a breach of fiduciary duty, the Joint Proxy Statement is provided to the Company Shareholders and (ii) to allow reasonable additional time to solicit additional proxies to the extent may adjourn the Company reasonably believes necessary in order to obtain the Company Requisite VoteShareholders Meeting if, (iii) 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 shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary or to conduct obtain the business of Company Shareholder Approval; provided, however, that unless otherwise agreed to by the parties, the Company Shareholders Meeting or (iv) shall not be adjourned to allow reasonable additional time a date that is more than 30 days after the date for the filing and dissemination of any supplemental or amended disclosure which the meeting was previously scheduled; and provided, further, that the Company Board of Directors has determined in good faith Shareholders Meeting shall not be adjourned to a date on or after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's shareholders two Business Days prior to the End Date. Notwithstanding the foregoing, the Company may adjourn the Company Shareholders MeetingMeeting to a date no later than the second Business Day after the expiration of any of the periods contemplated by Section 6.3(d)(iii)(B). The Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, acting through its Company Board of Directors (or a committee thereof)give notice of, shall subject to Section 7.1(d), (a) include in the Proxy Statement convene and hold the Company Recommendation andShareholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, subject to the consent commencement, disclosure, announcement or submission of each any Company Superior Proposal or Company Competing Proposal, or by any Company Change of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock andRecommendation. 57
Appears in 1 contract
Samples: Agreement and Plan of Merger (Evofem Biosciences, Inc.)
Shareholders Meetings. (a) Notwithstanding any Company Change of Recommendation, the Company, acting through its Company Board of Directors (or a committee thereof), shall promptly (but in no more than twenty (20) Business Days) following declaration of effectiveness by the SEC of the Registration Statement or that the SEC has no further comments on or will not review the Proxy Statement or Registration Statement, take all reasonable action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving and adopting this Agreement (including any adjournment or postponement thereof, the "“Company Shareholders Meeting"”); provided that the Company may postpone, recess or adjourn such meeting for up to thirty (30) days (excluding any adjournment or postponements required by applicable Law) (i) to the extent required by Law or to prevent a breach of fiduciary duty, (ii) to allow reasonable additional time to solicit additional proxies to the extent the Company reasonably believes necessary in order to obtain the Company Requisite Vote, (iii) if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting or (iv) to allow reasonable additional time for the filing and dissemination of any supplemental or amended disclosure which the Company Board of Directors has determined in good faith after consultation with outside counsel is necessary under applicable Law or to prevent a breach of fiduciary duty and for such supplemental or amended disclosure to be disseminated and reviewed by the Company's ’s shareholders prior to the Company Shareholders Meeting. The Company, acting through its Company Board of Directors (or a committee thereof), shall subject to Section 7.1(d), (a) include in the Proxy Statement the Company Recommendation and, subject to the consent of each of the Company Financial Advisors, the written opinion of the Company Financial Advisors, dated as of the date of this Agreement, that, as of such date, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of the Company Common Stock andand (b) use its reasonable best efforts to obtain the Company Requisite Vote. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Shareholders Meeting if this Agreement is terminated.
Appears in 1 contract
