Stockholder Meetings Sample Clauses
The Stockholder Meetings clause defines the procedures and requirements for convening and conducting meetings of a corporation's stockholders. It typically outlines how meetings are called, the notice period required, quorum requirements, and the manner in which votes are cast and counted. For example, it may specify whether meetings can be held virtually or must be in person, and detail the process for special meetings requested by a certain percentage of shareholders. The core function of this clause is to ensure orderly and transparent governance by establishing clear rules for stockholder participation and decision-making.
Stockholder Meetings. (a) Purchaser and the Company will each submit to its respective stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, Purchaser and the Company each will take, in accordance with applicable law and its Articles of Incorporation and bylaws, all action necessary to call, give notice of, convene and hold a meeting of its stockholders (the meeting of the stockholders of the Company referred to herein as the “Company Stockholder Meeting” and the meeting of the stockholders of Purchaser referred to herein as the “Purchaser Stockholder Meeting”) as promptly as practicable for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement. Each of Purchaser and, subject to Section 5.8(b), the Company shall, (i) through its Board of Directors, recommend to its stockholders adoption of this Agreement, (ii) include such recommendation in the Joint Proxy Statement-Prospectus and (iii) use commercially reasonable efforts to obtain from its stockholders a vote approving and adopting this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, at any time prior to the Effective Time, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its outside legal advisors) that the failure to do so would cause it to violate its fiduciary duties under applicable law, withdraw, modify or change its recommendation that the stockholders of the Company approve this Agreement in a manner adverse to Purchaser (a “Change of Recommendation”); provided that prior to any such Change of Recommendation, the Company shall have complied in all material respects with Section 5.1, given Purchaser written notice promptly (and in any event within twenty-four (24) hours) advising it of the decision of the Company’s Board of Directors to take such action and, in the event the decision relates to an Acquisition Proposal, given Purchaser the material terms and conditions of the Acquisition Proposal, including the identity of the person making any such Acquisition Proposal or inquiry and the material terms of such Acquisition Proposal or inquiry; and provided, further, that in the event the decision relates to an Acquisition Proposal: (i) the Company shall have given Purchaser three (3) Business Days after delivery of such notice to propose ...
Stockholder Meetings. All expenses incidental to holding meetings of Stockholders, including the printing of notices and proxy materials, and proxy solicitation therefor.
Stockholder Meetings. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders entitled to vote at such meeting and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:
(i) participate in a meeting of stockholders; and
(ii) be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and, if entitled to vote, to vote on matters submitted to the applicable stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such votes or other action shall be maintained by the Corporation.
Stockholder Meetings. 23 5.3 Confidentiality..................................................................25 5.4
Stockholder Meetings. (a) NHP shall take all action necessary, in accordance with the DGCL and NHP's Organizational Documents, to call a meeting of its stockholders (the "NHP MEETING") to be held as promptly as practicable for the purpose of considering and voting upon this Agreement and the Merger. The vote required for such approval shall be the affirmative vote of the holders of 66-2/3% of the outstanding shares of NHP Common Stock that is not owned (within the meaning of Section 203 of the DGCL) by AIMCO (the "NHP STOCKHOLDER APPROVAL"). The Board of Directors of NHP shall recommend that the stockholders of NHP approve this Agreement and the Merger; provided, that the Board of Directors of NHP, by action of a majority of the entire Board of Directors of NHP, or by the Board of Directors with the approval of its Independent Committee, may withdraw such recommendation if such Board of Directors determines in good faith, after receipt of an Acquisition Proposal and after consultation with outside legal counsel, that the withdrawal of such recommendation is necessary for such Board of Directors to comply with its fiduciary duties under applicable law. AIMCO shall vote or cause to be voted all of the shares of NHP owned by it and its Affiliates in favor of adoption of this Agreement.
(b) AIMCO shall take all action necessary, in accordance with the Maryland General Corporation Law and AIMCO's Organizational Documents, to call a meeting of its stockholders (the "AIMCO MEETING") to be held as promptly as practicable for the purpose of seeking the AIMCO Stockholder Approval. The Board of Directors of AIMCO shall recommend that the stockholders of AIMCO vote in favor of the matters that are the subject of the AIMCO Stockholder Approval.
Stockholder Meetings. (a) The Company shall call a meeting of its stockholders, to be held as promptly as practicable after May 23, 2010, and in no event later than September 20, 2010, to vote on (1) proposals to amend the Series A Preferred Stock and the Series B Preferred Stock pursuant to the Articles of Amendment attached hereto as Exhibit F (the “Preferred Stock Articles of Amendment”) (the “Preferred Stock Proposals”), (2) proposals to amend the Articles of Incorporation (A) to increase the number of authorized shares of Common Stock to at least 1,000,000,000 shares or such larger number as the Board of Directors determines in its reasonable judgment is necessary to effectuate the transactions contemplated by this Agreement and by the Recapitalization, and (B) to effectuate a reverse stock split of shares of the Common Stock to comply with NASDAQ listing requirements and (3) proposals to approve the issuance of the Common Shares under this Agreement and the Anchor Investment Agreement and in connection with the other Recapitalization transactions pursuant to the applicable NASDAQ Marketplace Rules (the stockholder proposals described in clauses (2) and (3), the “General Stockholder Proposals”). The Board of Directors shall unanimously recommend to the Company’s stockholders that such stockholders approve the General Stockholder Proposals and, if applicable, the Preferred Stock Proposals and shall take all other actions necessary to adopt such proposals if approved by the stockholders of the Company. In connection with each of the meetings at which such proposals will be voted on, the Company shall promptly prepare and file with the SEC a preliminary proxy statement, shall use its reasonable best efforts to solicit proxies for such stockholder approval and shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause a definitive proxy statement related to such stockholders’ meeting to be mailed to the Company’s stockholders as promptly as practicable after clearance thereof by the SEC. If at any time prior to such stockholders’ 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 or otherwise disseminate to its stockholders such an amendment or supplement. The Company agrees promptly to correct any information if and to the extent that such information shall have become false or misleading in any materi...
Stockholder Meetings. (a) Each of Viking and Camber shall call a meeting of its stockholders (the “Viking Meeting” and the “Camber Meeting,” respectively) to be held as soon as reasonably practicable after the S-4 is declared effective, for the purpose of obtaining (a) the Requisite Camber Vote and the Requisite Viking Vote required in connection with this Agreement and the Merger, and (b) if so desired and mutually agreed, a vote upon other matters of the type customarily brought before a meeting of stockholders in connection with the approval of a merger agreement or the transactions contemplated thereby, and each of Viking and Camber shall use its reasonable best efforts to cause such meetings to occur on the same date. Subject to Section 6.3(b), each of Vikingand, Camber and their respective Boards of Directors shall use its reasonable best efforts to obtain from the stockholders of Viking and Camber, as applicable, the Requisite Viking Vote and the Requisite Camber Vote, as applicable, including by communicating to the respective stockholders of Viking and Camber the Viking Board Recommendation and the Camber Board Recommendation, respectively (and including the respective recommendation in the Joint Proxy Statement), and each of Viking and Camber and their respective Boards of Directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to the other party the Viking Board Recommendation, in the case of Viking, or the Camber Board Recommendation, in the case of Camber, (ii) fail to make the Viking Board Recommendation, in the case of Viking, or the Camber Board Recommendation, in the case of Camber, in the Joint Proxy Statement, (iii) adopt, approve, recommend or endorse an Acquisition Proposal (defined below) or publicly announce an intention to adopt, approve, recommend or endorse an Acquisition Proposal, (iv) fail to publicly and without qualification (A) recommend against any Acquisition Proposal or (B) reaffirm the Viking Board Recommendation, in the case of Viking, or the Camber Board Recommendation, in the case of Camber, in each case within ten (10) business days (or such fewer number of days as remains prior to that date that is two (2) business days prior to the Viking Meeting or the Camber Meeting, as applicable) after an Acquisition Proposal is made public (upon a request by the other party to do so), or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”).
(b) Notwithstanding the foregoing, subje...
Stockholder Meetings. 50 7.4. Legal Conditions to Merger...................................51 7.5. Affiliates...................................................51 7.6.
Stockholder Meetings. Each Stockholder agrees that at any meeting of stockholders of Pinnacle called to vote upon the Merger or the Merger Agreement, or at any adjournment thereof, or in any other circumstances upon which a vote, consent or other approval of the stockholders of Pinnacle with respect to the Merger, the Merger Agreement or any of the other transactions contemplated thereby or hereby is sought, such Stockholder shall cause its Shares to be present for quorum purposes and to vote (or caused to be voted) its Shares in favor of the terms thereof and each of the other transactions contemplated by the Transaction and this Agreement and any actions required in furtherance thereof and hereof. Each Stockholder hereby grants to PHCR a proxy to vote all of the Shares then beneficially owned by such Stockholder as indicated in this Section 2.01. Each Stockholder agrees that this proxy shall be irrevocable and coupled with an interest, agrees to take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Stockholder with respect to any of the Shares.
Stockholder Meetings. (a) If required by the DGCL or other applicable law in order to carry out the Merger, the Company will take, in accordance with its certificate of incorporation and bylaws, all action necessary in accordance with the DGCL to convene the Company Stockholders Meeting, to be held as promptly as practicable after acceptance of and payment for the Shares by Purchaser pursuant to the Offer, to consider and vote upon the approval of the Merger. The Company’s Board of Directors, subject to any withdrawal, modification or amendment in accordance with the provisions of this Agreement, will recommend approval and adoption of the Agreement and approval of the Merger by its stockholders (and include such recommendation in the Company Proxy Statement), will not withdraw or modify such recommendation and will use its reasonable best efforts to solicit such stockholder approval and obtain the Company Requisite Vote.
(b) Parent agrees that it will vote, or cause to be voted, at the Company Stockholders Meeting, all Shares then owned by it or Purchaser in favor of the approval and adoption of the Agreement and approval of the Merger. In addition, each of Parent and Purchaser agree that from and including the date of the consummation of the Offer through the Effective Time, it will not sell, transfer, assign, pledge, exchange or otherwise dispose of any Shares (including those purchased in the Offer) or rights therein (whether acquired pursuant to the Offer or otherwise).
(c) Notwithstanding the foregoing, if Purchaser or any other Subsidiary of Parent shall acquire and own of record at least ninety percent (90%) of the outstanding Shares pursuant to the Top-Up Option or otherwise, and provided that the conditions set forth in Article VII shall have been satisfied or waived, the Company, Parent and Purchaser shall take all necessary and appropriate action to cause the Merger to become effective within one (1) business day after such acquisition, without the approval of the stockholders of the Company, in accordance with Section 253 of the DGCL.