Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Company Board, shall, in accordance with applicable law:
Stockholders’ Meeting; Proxy Statement. (a) Micrion will take, in accordance with Massachusetts law and Micrion's Articles of Organization and Bylaws, all action necessary to convene a meeting of its stockholders (the "Micrion Stockholders Meeting") as promptly as practicable after the Form S-4 (hereinafter defined) is declared effective to consider and vote upon approval of this Agreement. FEI will take, in accordance with Oregon law and its Articles of Incorporation and Bylaws, all action necessary to convene a meeting of its stockholders (the "FEI Stockholders Meeting," and either the FEI Stockholders Meeting or the Micrion Stockholders Meeting, a "Stockholders Meeting") as promptly as practicable after the Form S-4 is declared effective to consider and vote upon the approval of the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby. Except to the extent the Micrion Board determines in good faith, after receipt of written advice from outside legal counsel experienced in such matters, that such action is incompatible with compliance by its directors with their respective fiduciary duties under applicable law, the Micrion Board shall unanimously recommend that the stockholders of Micrion approve this Agreement and thereby approve the transactions contemplated hereby, shall take all lawful action to solicit such approval and shall not withdraw or modify such recommendation, and the FEI Board shall recommend that the stockholders of FEI approve the issuance of FEI Common Stock to be issued in connection with the transactions contemplated hereby and shall take all lawful action to solicit such approval.
Stockholders’ Meeting; Proxy Statement. (a) If required by the DGCL in order to consummate the Merger, the Company, acting through the Company Board, shall, in accordance with applicable law and the Company Certificate of Incorporation and Company Bylaws, (i) duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable following consummation of the Offer for the purpose of considering and taking action on the adoption of this Agreement and the approval of the Merger (the “Stockholders’ Meeting”), (ii) file a proxy or information statement with the SEC in accordance with the Exchange Act (the “Proxy Statement”) and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC, and (iii) include in the Proxy Statement (A) the recommendation of the Company Board that the stockholders of the Company approve and adopt this Agreement; provided that such recommendation may be withdrawn, modified or amended to the extent the Company Board determines that the failure to do so would be inconsistent with its fiduciary duties to the Company’s stockholders under applicable law (as determined by the Company Board in good faith after consultation with counsel), and (B) the Fairness Opinion (to the extent not withdrawn). The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Proxy Statement shall not, at the time of mailing thereof and at the time of the Stockholders’ Meeting, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent, Purchaser and the Company shall also take any action required to be taken under Blue Sky Laws or state securities laws in connection with the Merger. Parent, Purchaser and the Company shall cooperate with each other in taking such action and in the preparation of the Proxy Statement. Parent and its counsel shall be given reasonable opportunity to review the Proxy Statement and any amendments thereto prior to dissemination of the Proxy Statement to holders of shares of Company Common Stock. The Company shall provide Parent and its counsel with a copy of any written comments or telephonic notification of any oral comments the Company may receive from the SEC or its staff with respect to the Proxy Statement promptly after the receipt thereof. The ...
Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws:
Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of the Company duly call, give notice of, convene and hold a meeting of its stockholders (the "Special Meeting") as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting.
Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in accordance with applicable federal securities laws, the DGCL, the Amended and Restated Certificate of Incorporation and the By-laws of the Company, duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") as promptly as practicable after the date hereof for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the Special Meeting. Notwithstanding anything in this Agreement to the contrary, the Company shall not take any action which interferes with the convening of the Special Meeting or the taking of a stockholders' vote at that meeting.
Stockholders’ Meeting; Proxy Statement. (a) 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:
Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall, if required by applicable Law to consummate the Merger, in accordance with applicable Law and the Company’s certificate of incorporation and bylaws: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Stockholders Meeting”), to be held as soon as reasonably practicable after Purchaser shall have purchased Shares pursuant to the Offer, for the purpose of considering and taking action upon this Agreement and the Merger contemplated hereby; (ii) except to the extent permitted by Section 7.2(c), include in the Proxy Statement (as defined below), and not subsequently withdraw or modify in any manner adverse to Purchaser or Parent, the recommendation of the Board that stockholders of the Company vote in favor of the approval and adoption of this Agreement and the Merger; and (iii) use all reasonable efforts consistent with their fiduciary duties to solicit from stockholders of the Company proxies in favor of the Merger and take all other reasonable action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. At such Stockholders Meeting, Parent, Purchaser and their affiliates will vote all Shares owned by them in favor of approval and adoption of this Agreement and the Merger.
Stockholders’ Meeting; Proxy Statement. (a) In accordance with the Restated Certificate and the Company’s Amended and Restated Bylaws, the Company shall call and hold a meeting of its stockholders as promptly as practicable for the purpose of voting upon the approval of the Merger (the “Stockholders Meeting”), and the Company shall use its best efforts to hold the Stockholders Meeting as promptly as practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC. As promptly as practicable after the date of this Agreement, the Company, Parent and Merger Sub shall cooperate and prepare and file with the SEC, and shall use all commercially reasonable efforts to have cleared by the SEC, and promptly thereafter shall mail to stockholders, a proxy statement (the “Proxy Statement”) in connection with the Stockholders Meeting. The Company, Parent and Merger Sub each will promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to satisfy all requirements of applicable state and federal securities laws. The Company and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information furnished by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement.
Stockholders’ Meeting; Proxy Statement. (a) At the request of Parent, the Company shall cause the Stockholders’ Meeting to be duly called and held as soon as practicable after the Proxy Statement is cleared by the SEC, for the purpose of voting on the approval and adoption of this Agreement and the Merger.
