Stockholder Meeting. In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall ta...
Stockholder Meeting. Subject to Section 6.3, the Company shall cause a meeting of its Stockholders (the "Company Stockholder Meeting") to be duly called and held as promptly as reasonably practicable after the date hereof for the purpose of obtaining the Company Stockholder Approval. Subject to Section 6.3 hereto, (i) the Company's Board of Directors shall recommend approval and adoption by its Stockholders of this Agreement and the transactions contemplated hereby, including the Merger (the "Company Recommendation") and (ii) the Company shall take all other reasonable lawful action to solicit and secure the Company Stockholder Approval. The Company Recommendation, together with a copy of the opinion referred to in Section 4.16(b), shall be included in the Proxy Statement. Holding and Acquiror or their agents shall have the right to solicit from the Company Stockholders proxies in favor of adoption of this Agreement and the transactions contemplated hereby.
Stockholder Meeting. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held, as soon as reasonably practicable following the date hereof, for the purpose of voting on the approval and adoption of this Agreement and the Merger. Subject to Section 7.04, the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders and shall not withdraw such recommendation.
Stockholder Meeting. 29 6.3. Acquisition Proposals; Board Recommendation..................................... 29 ARTICLE 7
Stockholder Meeting. 32 Section 6.2 Access to Information............................................33 Section 6.3 Directors........................................................33 Section 6.4 Fees and Expenses................................................34 Section 6.5 Company Stock Options............................................35 Section 6.6 Warrants.........................................................35 Section 6.7 Reasonable Best Efforts..........................................36 Section 6.8 Public Announcements.............................................36 Section 6.9 State Takeover Laws..............................................37 Section 6.10 Indemnification; Directors and Officers Insurance................37
Stockholder Meeting. (a) As promptly as practicable following the purchase of Shares pursuant to the Offer, if required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law and the Company Charter Documents:
Stockholder Meeting. 22 subsidiary............................................................. 39 superior proposal...................................................... 20
Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law and the Company's Amended and Restated Certificate of Incorporation (the "Company Charter") and bylaws to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of (a) this Agreement, (b) the Merger, (c) the Reclassification and (d) any other action or transaction by the Company contemplated by this Agreement that requires approval of the Company's stockholders under the Company Charter, the Company's bylaws, the DGCL or the rules of the Nasdaq National Market (the "Merger Proposals"); provided, however, the Company's stockholders shall vote on the Reclassification first. The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger Proposals. Subject to Section 7.5(b), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposals and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the votes of the stockholders of the Company (and of any class or series of stockholders of the Company) required by the DGCL and the Company Charter to effect the Merger and the Reclassification. The Company shall not require any vote greater than the affirmative vote of the holders of a majority of the issued and outstanding shares of the Old Class A Common Stock and a majority of the issued and outstanding shares of the Old Class B Common Stock, each voting separately as a class, for the approval of the Reclassification. The Company shall not require any vote greater than a majority of the combined voting power of the issued and outstanding shares of Old Class A Common Stock and Old Class B Common Stock, voting together as a single class, for the approval of the Merger.
Stockholder Meeting. (a) The Company shall call the Special Meeting, as promptly as practicable following the Initial Closing to approve the Company Voting Proposals. The Board of Directors shall recommend to the Company’s stockholders that such stockholders vote in favor of the Company Voting Proposals. In connection with the Special Meeting, the Company shall promptly prepare (and the Investor will reasonably cooperate with the Company to prepare) and file (but in no event more than 15 business days after the date of this Agreement) with the SEC a preliminary proxy statement. Following the filing of the preliminary proxy statement, the Company shall use its reasonable best efforts to promptly respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to the Special Meeting to be mailed to the Company’s stockholders not more than five business days after clearance thereof by the SEC, and shall use its reasonable best efforts to solicit proxies for such Company Voting Proposals. The Company shall notify the Investor promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to such proxy statement or for additional information and will supply the Investor with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to such proxy statement. If at any time prior to the Special Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the proxy statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The proxy statement, at the time it is first mailed and at the time of the Special Meeting, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, and will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Each of the Investor and the Company agree promptly to correct any information provided by it or on its behalf for use in the proxy statement if and to the extent that such information shall have become false or misleading in any material respect, and the Company shall as prompt...
Stockholder Meeting. 17 3.2 Registration Statement and Other Commission Filings.................................................17 3.3 Identification of Rule 145 Affiliates...............................................................18 3.4 Reasonable Efforts..................................................................................18 3.5 Company Stock Option and Other Plans................................................................21 3.6 Expenses............................................................................................21
