Stockholder Meeting; Proxy Material. If required by Delaware Law to consummate the Merger, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable after the Acceptance Date for the purpose of voting on the adoption of this Agreement; provided that the Company shall not be required to mail the Company Proxy Statement or any other proxy materials relating to the vote of the Company’s stockholders with respect to the adoption of this Agreement prior to the Acceptance Date. Subject to Section 7.04(b), the Company Board Recommendation shall be included in the Company Proxy Statement. In connection with such meeting, the Company shall, following the Acceptance Date, (a) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials required by Law for such meeting, (b) use its reasonable best efforts to obtain the Company Stockholder Approval and (c) otherwise comply with all legal requirements applicable to such meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (RP Management, LLC), Agreement and Plan of Merger (Ramius Value & Opportunity LLC), Agreement and Plan of Merger (Cypress Bioscience Inc)
Stockholder Meeting; Proxy Material. If required by Delaware Law to consummate the Merger, the Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable after the Acceptance Date for the purpose of voting on the adoption of this Agreement; provided that the Company shall not be required to mail the Company Proxy Statement or any other proxy materials relating to the vote of the Company’s stockholders with respect to the adoption of this Agreement prior to the Acceptance Date. Subject to Section 7.04(b6.04(b), the Company Board Recommendation shall be included in the Company Proxy Statement. In connection with such meeting, the Company shall, following the Acceptance Date, (a) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials required by Law for such meeting, (b) use its reasonable best efforts to obtain the Company Stockholder Approval and (c) otherwise comply with all legal requirements applicable to such meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Roche Holding LTD), Agreement and Plan of Merger (Ventana Medical Systems Inc), Agreement and Plan of Merger (Ventana Medical Systems Inc)
