Special Meeting of Stockholders. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board, the Chairperson of the Board or the Chief Executive Officer of the Corporation, and may not be called by another other Person or Persons; provided that, prior to the Final Conversion Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of stockholders of the Corporation collectively holding shares of capital stock of the Corporation with voting power sufficient to provide the Requisite Stockholder Consent. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Special Meeting of Stockholders. As promptly as practicable after the date hereof, Target shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene a special meeting of its stockholders (the "Special Meeting") for the purposes of voting upon the adoption of this Agreement, and the transactions contemplated hereby. Target shall consult with Acquiror regarding the date of the Special Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Special Meeting without the consent of Acquiror. Target shall use its best efforts to solicit from the stockholders of Target proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required under Delaware Law and its Certificate of Incorporation and Bylaws to effect the Merger.
Special Meeting of Stockholders. Special meetings of the stockholders of the Corporation may be called by (i) the Chairman, or (ii) the President, or (iii) the Board of Directors pursuant to a resolution approved by a majority of the whole Board of Directors, or (iv) stockholders who own more than 30% of the outstanding shares of common stock of the Corporation. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice to stockholders.
Special Meeting of Stockholders. Within 45 days from the Closing Date, the Company shall filed a preliminary proxy statement for a special meeting of its stockholders, which such meeting shall be held within 120 days of the Closing Date, in order to submit to its stockholders (i) a proposal to approve an amendment to the Company's Articles of Incorporation authorizing the creation of 15,000,000 shares of "blank check" preferred stock (such shareholder approval, the "Preferred Stock Authorization") and (ii) approve the Offering and the issuance of the Notes, Warrants, the Preferred Shares and the Underlying Shares hereunder, as required pursuant to the rules of The NASDAQ Stock Market LLC.
Special Meeting of Stockholders. 46 5.12 Voting Agreements; Lockup Agreements.......................................................... 46 5.13 Maintenance of Genovo Indemnification Obligations............................................. 47
Special Meeting of Stockholders. As promptly as practicable ------------------------------- after the date of this Agreement (unless this Agreement shall have been earlier terminated pursuant to Article Seven of this Agreement), Genovo shall take all action necessary in accordance with the DGCL and Genovo's certificate of incorporation and bylaws to convene a special meeting of the Genovo Stockholders (the "Special Meeting") for the purposes of voting on the approval of this -------------- Agreement, the Certificate of Merger and the transactions contemplated by this Agreement and the Certificate of Merger. Subject to the applicable provisions of the DGCL (unless this Agreement shall have been earlier terminated pursuant to Article Seven of this Agreement), Genovo shall take all action reasonably necessary or advisable to secure the vote or consent of the Genovo Stockholders required under the DGCL and Genovo's certificate of incorporation and bylaws to effect the Merger. Genovo's board of directors shall be permitted to (a) decline to recommend to Genovo Stockholders that they give the requisite stockholder approval or (b) withdraw or modify in a manner adverse to Targeted its recommendation to Genovo Stockholders that they give the requisite stockholder approval, only if and to the extent Genovo's board of directors, after consultation with and based upon the advice of independent legal counsel, by a majority vote determines in its good faith judgment that such action is necessary for Genovo's board of directors to comply with its fiduciary duties to Genovo Stockholders under applicable Law.
Special Meeting of Stockholders. Within ten (10) days from the Closing Date, the Company shall filed a preliminary proxy statement for a special meeting of its stockholders, which such meeting shall be held within thirty (30) days of the Closing Date, in order to submit to its stockholders a proposal to approve the issuance of in excess of Five Million (5,000,000) shares of Common Stock in this Offering.
Special Meeting of Stockholders. The Corporate Parties agree to use commercially reasonable efforts to continue to obtain the permission of the Chancery Court to adjourn the Special Meeting of Stockholders ordered by the Chancery Court in the Xxxxx Chancery Litigation until such time as the Company settles the Xxxxx Chancery Litigation. In the event a settlement is not reached that provides for the cancellation of the Special Meeting of Stockholders, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to support the Company’s request in the XXXX Adversary Proceeding for an injunction against the conduct of the Special Meeting. In the event the Bankruptcy Court declines to issue such an injunction, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to vote the shares they own of the Company’s common stock at the Special Meeting of Stockholders and at any adjournment or postponement thereof against removal of any Directors. If no quorum is present at any time the Special Meeting of Stockholders is called to order, Xxxxxx Energy and the Director Parties further agree to vote the shares they own of the Company’s common stock for adjournment of the Special Meeting until the date proposed for adjournment by resolution of the Board of Directors.
Special Meeting of Stockholders. (a) The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, convene, and hold a special meeting of its stockholders as promptly as practicable after the date hereof to consider and vote upon the matters described in the Stockholders Voting Agreement dated as of October 31, 2000 by and among the Company and certain of its stockholders (the "Stockholder Approval"). The Company shall not mail or otherwise distribute the proxy statement or information statement (or any related proxy materials or amendments or supplements thereto, if any) relating to such special meeting to its stockholders without consultation with Investors and their counsel, and such proxy statement or information statement and such other items shall be in such form as Investors and their counsel shall approve (such approval not to unreasonably withheld.
Special Meeting of Stockholders. Our bylaws provide that special meetings of our stockholders may be called by the directors or by any officer instructed by the directors to call the meeting.
