Special Shareholders Meeting. The Company, acting through the Board, shall, in accordance with applicable law and the Company's Articles of Incorporation and Bylaws, unless not required under applicable "short-form" merger provisions of Delaware Law, (i) duly call, give notice of, convene and hold a special meeting of its shareholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (the "Special Shareholders' Meeting") and (ii) subject to the provisions of Sections 6.04 and 8.01 below, (A) include in the Proxy Statement the unanimous recommendation of the Board that the shareholders of the Company approve and adopt this Agreement and the Transactions, including, without limitation, the Merger and (B) use its best efforts to obtain such approval and adoption. At the Special Shareholders' Meeting (or by consent if a shareholders meeting is not required), Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions, including, without limitation, the Merger.
Special Shareholders Meeting. 24 SECTION 6.02. Proxy Statement..........................................................................24 SECTION 6.03. Access to Information; Confidentiality...................................................24 SECTION 6.04. No Solicitation of Transactions..........................................................25 SECTION 6.05.
Special Shareholders Meeting. As permitted by the Michigan Business Corporation Act, as promptly as reasonably practicable following the execution and delivery of a Voting and Exchange Agreement (in a form which is the same or substantially similar to this Agreement) by holders of at least a majority of the Series A Preferred Shares and 5:00 p.m. eastern time on December 29, 2013, whichever is later, the Company shall call and hold a special meeting of shareholders (the "Special Shareholders Meeting") to vote on a proposal (the "Proposal") to amend the Company's Articles of Incorporation to effect, on a mandatory basis, the cancellation and exchange of the Series A Preferred Shares upon terms substantially consistent with the terms of the Exchange (defined below) as set forth in the Summary attached as Exhibit A and this Agreement. In connection with the Special Shareholders Meeting, the Company agrees to use commercially reasonable efforts to solicit proxies representing at least a majority of the Series A Preferred Shares and representing at least a majority of the outstanding shares of Company common stock, in each case appointing the named proxies to vote all such shares "for" the Proposal.
Special Shareholders Meeting. In connection with Special Shareholders' Meeting to be called pursuant to Section 7.6 herein, Buyer agrees to assist Seller as reasonably requested and agreed in preparing materials and soliciting proxies in connection with obtaining approval of its shareholders to increase its authorization to issue common stock in connection with the transaction contemplated by this Agreement. As part of Buyer's obligations hereunder, Buyer agrees reimburse Seller for expenses incurred in preparing materials and soliciting proxies, not in excess of the amounts set forth in Schedule 10.1, and further to furnish Seller, within reasonably sufficient time to be reviewed and included in the materials to be mailed to shareholders in connection with the Special Shareholders' Meeting, the names of Buyer's nominees for election to the Board, together with information with respect to each nominee equivalent to the information required to be disclosed to stockholders with respect to director nominees pursuant to Regulation 14A of the Securities and Exchange Act and such other similar information that Seller may thereafter reasonably request. It is understood that Seller may refuse to cause the nomination and election as a director of Seller of any nominee proposed by Buyer if (i) the information described above is not timely furnished by Buyer or (ii) if, having been furnished, it is the reasonable judgment of Seller and its counsel that the election of such nominee would not be in the best interests of Seller or might tend to subject Seller to liability therefor. The foregoing notwithstanding, Buyer and Seller agree to cooperate and use their mutual best efforts for the purpose of preparing for and conducting the Special Shareholders' Meeting as promptly as possible following the Execution Date.
Special Shareholders Meeting. Promptly following execution of this Agreement, Seller shall take, with the assistance of Buyer as set forth in this Agreement, all such actions as may be necessary and shall cause the convening of a Special Meeting of Shareholders as promptly as possible to amend the Articles of Incorporation to authorize an increase in its authorized common stock in such an amount as to fully effectuate the provisions of this Agreement, taking into account such obligations as Seller may currently have or may be expected to have in the foreseeable future in light of its business plan. It is the reasonable expectation of the parties that the appropriate number of authorized shares resulting from such amendment will be not less than 100,000,000 common shares.
Special Shareholders Meeting. The Parent shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws to convene a special meeting of its shareholders as promptly as possible for the purpose of obtaining the Shareholder Approval of the transactions contemplated by this Agreement (the "Special Shareholders Meeting"). The Proxy Statement shall contain the recommendation of the Board of Directors of the Parent that the shareholders of the Parent vote to adopt a resolution embodying the transactions contemplated by this Agreement pursuant to Section 271 of the DGCL, subject to clause (A) of the last sentence of Section 5.11(a). The Board of Directors of the Parent shall at all times recommend such adoption and shall take all reasonable action necessary or appropriate to solicit such adoption, subject to clause (A) of the last sentence of Section 5.11(a).
Special Shareholders Meeting. The Acquired Fund agrees to call a special meeting of its shareholders to be held as soon as practicable for the purpose of considering the Reorganization as described in this Agreement and take all other action necessary to obtain shareholder approval of the transactions contemplated herein.
Special Shareholders Meeting. 23 ----------------------------- SECTION 6.02.