Common use of Stockholders Meeting Clause in Contracts

Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 4 contracts

Samples: Registration Rights Agreement (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (HighPoint Resources Corp), Agreement and Plan of Merger (HighPoint Resources Corp)

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Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining (in person or virtually, in accordance with applicable Law) the Company Stockholder ApprovalStockholders Meeting, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SECSEC (and in any event will use reasonable best efforts to convene such meeting within forty-five (45) days thereof). Except as permitted by where a Company Change of Recommendation has been made in compliance with Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Proxy Statement shall include the Company Board Recommendation. The Company shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the TransactionsAgreement, and the Joint Proxy Statement shall include use its reasonable best efforts to obtain the Company Board RecommendationStockholder Approval and submit the proposal to adopt this Agreement to the stockholders of the Company at the Company Stockholders Meeting. The Company shall ensure that all proxies solicited in connection with the Company Stockholders Meeting are solicited in compliance with any applicable Laws. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting with the written consent of Parent if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that (x) unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen ten (1510) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting except as may be adjourned or postponed every time the circumstances described in the foregoing clause required by applicable Law; (iiy) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three two (32) Business Days prior to the Outside Date; and (z) no such adjournment or postponement may have the effect of changing the record date for determining the stockholders of the Company entitled to notice of or to vote at the Company Stockholders Meeting without the written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed). The If requested by Parent, the Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation made in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established The Company, in consultation with Parent, shall fix a record date for determining the stockholders of the Company entitled to notice of, and to vote at, the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a non-binding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure, including any adjournment proposal) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting and the Company shall not submit any other proposal to such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement or the consummation of the Transactions) and (ii) the Company shall not call any meeting of the stockholders of the Company (or solicit any other stockholder action by written consent) other than the Company Stockholders Meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (Vine Energy Inc.), Agreement and Plan of Merger (Chesapeake Energy Corp)

Stockholders Meeting. (a) The Company shall take provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Investors and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all action necessary of the Securities as described in the Agreement in accordance with applicable Laws law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement date such approval is declared effective by the SEC. Except as permitted by Section 6.3obtained, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting “Stockholder Approval Date”), and the Company Board shall use its best efforts to solicit from stockholders its stockholders’ approval of the Company proxies in favor of Stockholder Resolutions and to cause the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to recommend to the contrary contained in this Agreement, stockholders that they approve the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside DateResolutions. The Company shall promptly provide Parent with all voting tabulation reports relating be obligated to seek to obtain the Company Stockholders Meeting that have been prepared Stockholder Approval by the Company or Stockholder Meeting Deadline. If, despite the Company’s transfer agentbest efforts, proxy solicitor the Stockholder Approval is not obtained on or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or prior to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders MeetingMeeting Deadline, the Company shall not change such record date cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any annual meeting of the stockholders of the Company other than Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company Stockholders Meetingshall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Appears in 3 contracts

Samples: Exchange Agreement (Total S.A.), Exchange Agreement (Temasek Holdings (Private) LTD), Exchange Agreement (Amyris, Inc.)

Stockholders Meeting. (a) The Company shall take all action necessary will use, in accordance with applicable Laws Law and the Organizational Documents of the Company Charter and Company Bylaws, its reasonable best efforts to duly give notice of, convene and hold a meeting of its stockholders for holders of Shares to consider and vote upon the purpose adoption of obtaining this Agreement (the Company Stockholder Approval, to be held as promptly as reasonably practicable following Stockholders Meeting”) not more than 45 days after the clearance of date the Joint Proxy Statement by the SEC and the Merger S-4 Registration Statement is declared effective by effective. Subject to the SEC. Except as permitted by provisions of Section 6.36.2, the Company Company’s Board of Directors shall recommend that the stockholders of include the Company approve Recommendation in the Prospectus/Proxy Statement and adopt this Agreement recommend at the Company Stockholders Meeting and that the Company Board shall solicit from stockholders holders of the Company proxies in favor of the adoption of Shares adopt this Agreement and the Transactions, shall use its reasonable best efforts to obtain and the Joint Proxy Statement shall include the Company Board Recommendationsolicit such adoption. Notwithstanding anything to the contrary contained in this Agreementforegoing, if on a date preceding the Company (i) shall be required to adjourn date on which or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for date on which the Company Stockholders Meeting is scheduled, there are insufficient shares of the Company Common Stock reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date may postpone or establish a different record date for adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting without as long as the prior written consent date of Parent (which consent shall the Company Stockholders Meeting is not be unreasonably withheld, conditioned postponed or delayed), unless required to do so by applicable Law or its Organizational Documents or adjourned more than an aggregate of 15 calendar days in connection with a postponement any postponements or adjournment permitted hereunderadjournments in reliance on the preceding sentence. Without In addition, notwithstanding the prior written consent first sentence of Parent or as required by applicable Lawthis Section 6.4(a), the Company shall not call may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any meeting of supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company other than prior to the Company Stockholders Meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Time Warner Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)

Stockholders Meeting. (a) The Company Firefly shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company Firefly to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Firefly Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is being declared effective by the SECSEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Unless there has been a Firefly Change of Recommendation in accordance with Section 6.3, the Company Firefly Board shall recommend that the stockholders of the Company Firefly approve and adopt this Agreement at the Company Firefly Stockholders Meeting and the Company Firefly Board shall solicit from stockholders of the Company Firefly proxies in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Firefly Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company Firefly (i) shall be required to adjourn or postpone the Company Firefly Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the CompanyFirefly’s stockholders or (B) if, as of the time for which the Company Firefly Stockholders Meeting is scheduled, there are insufficient shares of Company Firefly Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Firefly Stockholders Meeting and (ii) may adjourn or postpone the Company Firefly Stockholders Meeting if, as of the time for which the Company Firefly Stockholders Meeting is scheduled, there are insufficient shares of Company Firefly Common Stock represented (either in person or by proxy) to obtain the Company Firefly Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Firefly Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date for which the meeting was previously scheduled (it being understood that such Company Firefly Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Firefly Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Firefly Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company If requested by Ohm, Firefly shall promptly provide Parent Ohm with all voting tabulation reports relating to the Company Firefly Stockholders Meeting that have been prepared by the Company Firefly or the CompanyFirefly’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent Ohm reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the CompanyFirefly’s stockholders with respect thereto. Unless there has been a Company Firefly Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the CompanyFirefly’s stockholders or any other Person to prevent the Company Firefly Stockholder Approval from being obtained. Once the Company Firefly has established a record date for the Company Firefly Stockholders Meeting, the Company Firefly shall not change such record date or establish a different record date for the Company Firefly Stockholders Meeting without the prior written consent of Parent Ohm (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment of the Firefly Stockholders Meeting permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Whiting Petroleum Corp), Agreement and Plan of Merger (Oasis Petroleum Inc.), Agreement and Plan of Merger (Oasis Petroleum Inc.)

Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, (i) the adoption of this Agreement shall be the only matter (other than a nonbinding advisory proposal regarding compensation that may be paid or become payable to the named executive officers of the Company in connection with the Merger and matters of procedure) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting and the Company shall not submit any other proposal to such stockholders in connection with the Company Stockholders Meeting or otherwise (including any proposal inconsistent with the adoption of this Agreement or the consummation of the Transactions) and (ii) the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.), Agreement and Plan of Merger (Extraction Oil & Gas, Inc.)

Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents Company Certificate of Incorporation and the Company Bylaws to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective Statement/Prospectus by the SEC. The Company’s obligation to give notice of, convene and hold such Company Stockholders Meeting in accordance with this Section 5.3(a) shall not be affected by (i) the commencement, proposal, disclosure, or announcement of any Competing Proposal or (ii) any Company Adverse Recommendation Change. Except as permitted by Section 6.34.3(c), (A) the Company Board shall recommend that the stockholders of the Company approve and adopt vote in favor of the adoption of this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the Transactions, and (B) the Joint Proxy Statement shall include a statement to the effect that the Company Board Recommendationhas recommended that the Company’s stockholders vote in favor of adoption of this Agreement at the Company Stockholders Meeting. The Company shall not submit to the vote of its stockholders any Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A1) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B2) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Partiesparties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) 20 Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A1) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii2) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) two Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Epl Oil & Gas, Inc.), Agreement and Plan of Merger (Energy Xxi (Bermuda) LTD)

Stockholders Meeting. (a) The Subject to Section 7.2 of this Agreement, the Company shall take all action necessary will take, in accordance with applicable Laws Law and its Organizational Documents, all action necessary to convene the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held Stockholders Meeting as promptly as reasonably practicable after the execution of this Agreement, and in any event no later than thirty (30) days after the filing of the definitive Proxy Statement (but in no event shall such meeting be required to be held prior to five (5) Business Days following the clearance expiration of the Joint Proxy Statement Go-Shop Period), to consider and vote upon the adoption of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting except (A) if there are not holders of a sufficient number of shares of Company Common Stock present or represented by proxy at the Stockholders Meeting to constitute a quorum at the Stockholders Meeting, (B) if the Company is required to postpone or adjourn the Stockholders Meeting by applicable Law, order of Governmental Entity or a request from the SEC or its staff or (C) if there has been a Change of Recommendation and the Merger Registration Statement Company Board (or any committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is declared effective by necessary or appropriate to postpone or adjourn the SECStockholders Meeting in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has disseminated or otherwise made available to such stockholders, in which case the Company may postpone or adjourn the Stockholders Meeting one (1) time, but only for such period as the Company Board (or such committee) has determined in good faith (after consultation with outside legal counsel) is necessary or appropriate to give the stockholders of the Company sufficient time to evaluate such information or disclosure, which in any event shall not exceed five (5) Business Days. Except as permitted by Subject to Section 6.37.2 of this Agreement, the Company Board shall recommend such adoption and shall take all lawful action to solicit such adoption. In the event that subsequent to the date of this Agreement, the Company Board makes a Change of Recommendation, the Company nevertheless shall continue to submit this Agreement to the stockholders of the Company approve and adopt for approval at the Stockholders Meeting unless this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies have been terminated in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days accordance with its terms prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtainedMeeting. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall will not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verifone Systems, Inc.)

Stockholders Meeting. (a) The Company shall take provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than [October 31, 2015] (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all action necessary of the Securities as described in the Agreement in accordance with applicable Laws law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement date such approval is declared effective by the SEC. Except as permitted by Section 6.3obtained, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting “Stockholder Approval Date”), and the Company Board shall use its best efforts to solicit from stockholders its stockholders’ approval of the Company proxies in favor of Stockholder Resolutions and to cause the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to recommend to the contrary contained in this Agreement, stockholders that they approve the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside DateResolutions. The Company shall promptly provide Parent with all voting tabulation reports relating be obligated to seek to obtain the Company Stockholders Meeting that have been prepared Stockholder Approval by the Company or Stockholder Meeting Deadline. If, despite the Company’s transfer agentbest efforts, proxy solicitor the Stockholder Approval is not obtained on or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or prior to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders MeetingMeeting Deadline, the Company shall not change such record date cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any annual meeting of the stockholders of the Company other than Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company Stockholders Meetingshall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Total S.A.)

Stockholders Meeting. (a) The Company shall take provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than June 30, 2016 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all action necessary of the Securities as described in the Agreement in accordance with applicable Laws law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement date such approval is declared effective by the SEC. Except as permitted by Section 6.3obtained, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting “Stockholder Approval Date”), and the Company Board shall use its best efforts to solicit from stockholders its stockholders’ approval of the Company proxies in favor of Stockholder Resolutions and to cause the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to recommend to the contrary contained in this Agreement, stockholders that they approve the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside DateResolutions. The Company shall promptly provide Parent with all voting tabulation reports relating be obligated to seek to obtain the Company Stockholders Meeting that have been prepared Stockholder Approval by the Company or Stockholder Meeting Deadline. If, despite the Company’s transfer agentbest efforts, proxy solicitor the Stockholder Approval is not obtained on or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or prior to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders MeetingMeeting Deadline, the Company shall not change such record date cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any annual meeting of the stockholders of the Company other than Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company Stockholders Meetingshall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Amyris, Inc.)

Stockholders Meeting. The REIT, acting through the REIT Board (a) The Company shall or a committee thereof), shall, as promptly as practicable following confirmation by the SEC that the SEC has no further comments on the Proxy Statement or that the REIT may commence mailing the Proxy Statement, take all action necessary in accordance with applicable Laws required under Applicable Law and the REIT’s Organizational Documents and the applicable requirements of the Company New York Stock Exchange necessary to promptly and duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend a Stockholders Meeting; provided that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company REIT may postpone or adjourn such meeting solely (i) shall be required to adjourn or postpone the Company Stockholders Meeting (Aa) to the extent necessary to ensure that any legally required supplement or amendment to by Applicable Law, (b) with the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent Seller (which consent shall not be unreasonably withheld, conditioned or delayed), unless required (c) to do so by applicable Law allow reasonable additional time to solicit additional proxies to the extent the REIT reasonably believes necessary in order to obtain the Requisite Stockholder Vote or (d) in the absence of a quorum. The REIT Board (or the Special Committee) shall recommend that the holders of REIT Stock vote in favor of the Agreement and the transactions contemplated hereunder (the “Agreement Proposal”), and the REIT shall use its Organizational Documents reasonable efforts to solicit from the holders of REIT Stock proxies in favor of the Agreement Proposal. Notwithstanding the foregoing, the REIT Board may, without liability hereunder, decline to make or may withdraw, modify or change its recommendation at any time prior to obtaining the Requisite Stockholder Vote if the Special Committee determines in connection good faith (after consultation with a postponement its outside counsel) that the failure to take such action would be inconsistent with its duties to the REIT or adjournment permitted hereunder. Without the prior written consent of Parent or as required by REIT’s stockholders under applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 1 contract

Samples: Asset Purchase Agreement (Jernigan Capital, Inc.)

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Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company under Applicable Law to duly call, give notice of, convene of and hold a meeting of its stockholders for the purpose holders of obtaining Common Stock (the “Company Stockholders”) to consider and vote to approve the Company Stockholder Matters pursuant to the terms of this Agreement (such meeting, the “Company Stockholder Meeting” and such approval, the “Requisite Stockholder Approval, to ”). The Company Stockholder Meeting shall be held as promptly as reasonably practicable following after the clearance of date that the Joint definitive Proxy Statement by is filed with the SEC Commission, and the Merger Registration Statement is declared effective by the SECin any event no later than 45 days after such date. Except as permitted by Section 6.3, The Company shall take reasonable measures to ensure that all proxies solicited in connection with the Company Board Stockholder Meeting are solicited in compliance with Applicable Law. The Company shall recommend regularly provide updates to Amazon on voting totals with respect to the Company Stockholder Matters. The Company Stockholder Meeting will be postponed or adjourned in accordance with the Company’s bylaws or as otherwise required by Applicable Law if the Company determines that in good faith (after reasonable consultation with Amazon) (w) it is probable that the stockholders of proposals regarding the Company approve and adopt this Agreement Stockholder Matters will not pass, (x) there is an insufficient number of shares of Common Stock present or represented by a proxy at the Company Stockholders Stockholder Meeting and the Company Board shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such the Company Stockholders Stockholder Meeting, (y) the Company is required to postpone or adjourn the Company Stockholder Meeting and by Applicable Law or a request from the Commission or its staff, or (iiz) may it is necessary or appropriate to postpone or adjourn or postpone the Company Stockholder Meeting in order to give the Company Stockholders Meeting if, as of the sufficient time for which to evaluate any supplemental information or disclosure that the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person has sent or by proxy) otherwise made available to obtain the Company Stockholder Approvalthem; provided, however, that unless otherwise agreed to by the Parties, date of the Company Stockholders Stockholder Meeting shall may not be postponed or adjourned or postponed to a date that is more than fifteen (15) Business Days after an aggregate of 30 days in connection with any postponement or adjournment. If the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned Requisite Stockholder Approval is not obtained at or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for at Amazon’s request cause an additional Company Stockholder Meeting to be held every 12 months thereafter until the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting earlier of the stockholders of time such Requisite Stockholder Approval is obtained or the Company other than the Company Stockholders MeetingExpiration Time.

Appears in 1 contract

Samples: Transaction Agreement (Clean Energy Fuels Corp.)

Stockholders Meeting. (a) The Company shall shall, as promptly as reasonably practicable following the date on which the SEC (or the staff of the SEC) confirms that it has no further comments on the Proxy Statement, take all action necessary in accordance with applicable Laws Law, the rules of The NASDAQ Global Select Market and the Organizational Documents Restated Certificate of Incorporation and the Bylaws of the Company to duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of obtaining the Company Requisite Stockholder Approval, . Subject to be held as promptly as reasonably practicable following the clearance ability of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders board of directors of the Company approve and adopt this Agreement at to make an Adverse Recommendation Change in accordance with Section 6.6(c), the Company Stockholders Meeting and the Company Board shall solicit from stockholders board of directors of the Company proxies shall make the Company Recommendation with respect to the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and shall include such recommendation in the Proxy Statement. Parent shall vote (or cause to be voted) all shares of Company Common Stock beneficially owned by Parent or Acquisition Sub in favor of the adoption of this Agreement the approval of the Merger and the Transactions, and approval of the Joint Proxy Statement shall include Recapitalization at the Company Board RecommendationStockholders’ Meeting. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to Company, after consultation with Parent, may adjourn or postpone the Company Stockholders Stockholders’ Meeting (Ai) to the extent as necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or within a reasonable amount of time in advance of the Stockholders’ Meeting, (Bii) if, if as of the time for which the Company Stockholders Stockholders’ Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and the Stockholders’ Meeting, (iiiii) may adjourn if required by applicable Law or postpone (iv) if in the good faith judgment of the board of directors of the Company Stockholders Meeting if(after consultation with legal counsel), as an adjournment or postponement of the time for which Stockholders’ Meeting would be consistent with the fiduciary duties of the members of the board of directors of the Company Stockholders Meeting is scheduledunder applicable Law. Subject to the provisions of this Agreement, there are insufficient shares the Company will use reasonable best efforts to solicit from holders of Company Common Stock represented (either proxies in person favor of the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, and to take all other action necessary or advisable to secure the vote or consent of holders of Company Common stock required by proxy) the rules of the NASDAQ Global Select Market or applicable Laws to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meetingapprovals.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mips Technologies Inc)

Stockholders Meeting. (a) The Company shall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company Subject to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company will take, in accordance with applicable Law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of Record Holders of Shares (the “Stockholders Meeting”) as promptly as practicable (and, in any event, no later than twenty (20) Business Days) after the first date of mailing of the initial Proxy Statement to consider and vote upon the adoption of this Agreement; provided, that except as Parent shall have otherwise consented to in writing in advance, the adoption of this Agreement shall be the only matter (other than procedural matters and matters that are required by the Exchange Act or other applicable Law to be voted on by the Company’s stockholders in connection therewith) which the Company shall propose to be acted on by the Company’s stockholders at the Stockholders Meeting. Unless the Company has effected a Change of Recommendation to the extent permitted by, and in accordance with, Section 6.2, the Company shall (a) include in the Proxy Statement (i) the Company Recommendation, (ii) a disclosure relating to the financial advisor to the Board shall recommend that the stockholders of Directors of the Company approve (including the amount of fees and adopt this Agreement at other consideration that such financial advisor will receive upon consummation of or as a result of the Company Stockholders Meeting Merger, and the Company conditions therefor), the fairness opinion rendered by such financial advisor to the Board shall solicit from stockholders of Directors of the Company and the information that formed the basis for rendering the fairness opinion, and (b) use reasonable best efforts, in compliance in all material respects with all applicable Laws and the rules of Nasdaq, to solicit from its stockholders sufficient proxies in favor of the adoption of this Agreement in order to obtain the Company Requisite Vote, including engaging at its cost a nationally recognized proxy solicitor and, upon Parent’s request, presenting materials (in a form reasonably agreed by the parties hereto) that recommend this Agreement and the TransactionsMerger to the Company’s stockholders and/or any firm providing proxy advisory services to the Company’s stockholders and, and if necessary, requesting meetings with the Joint Proxy Statement shall include Company’s stockholders (for purposes of obtaining their recommendation of the Company Board Recommendationadoption of this Agreement) and/or any firm providing proxy advisory services to the Company’s stockholders (for purposes of obtaining its recommendation of the adoption of this Agreement by the Company’s stockholders). Notwithstanding anything to the contrary contained in this AgreementAgreement but subject to the DGCL, unless and until this Agreement is terminated in accordance with its terms, the Company’s obligation to call, give notice of, convene and hold the Stockholders Meeting under this Agreement shall not be limited, or otherwise affected, by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, and once established, the Company (i) shall be required to not change the record date for the Stockholders Meeting or postpone or adjourn the Stockholders Meeting without the prior written consent of Parent. Notwithstanding the foregoing, the Company may adjourn, delay or postpone the Company Stockholders Meeting an aggregate of one (A1) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or time (B) if, as for a period of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen thirty (1530) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall calendar days but not be adjourned or postponed to a date on or after past three (3) Business Days prior to the Outside Termination Date. The ), and if requested by Parent the Company shall promptly provide Parent with all voting tabulation reports relating adjourn, delay or postpone the Stockholders Meeting, in each case, if prior to such adjournment, delay or postponement (but, in any event, no earlier than five (5) days prior to the then scheduled date of the Stockholders Meeting) the Company shall not have received an aggregate number of proxies voting for the adoption of this Agreement, which have not been withdrawn, such that the condition in Section 7.1(a) will be satisfied at the Stockholders Meeting that have been prepared Meeting. Unless otherwise agreed by the Company or the Company’s transfer agentparties, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status on each of the solicitation and any material oral or written communications from or last ten (10) Business Days prior to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any date of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for notify Parent of the then-current aggregate tally of the proxies received by the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection Representatives with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, respect to the Company shall not call any meeting Requisite Vote. Parent shall, at the Stockholders Meeting, vote, or cause to be voted, all Shares owned by Parent in favor of the stockholders approval and adoption of the Company other than the Company Stockholders Meetingthis Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sciquest Inc)

Stockholders Meeting. (a) The Company shall take provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the “Stockholder Meeting”), which initially shall be promptly called and held not later than October 31, 2015 (the “Stockholder Meeting Deadline”), a proxy statement substantially in the form which has been previously reviewed by the Purchasers and a counsel of their choice, at the expense of the Company, soliciting each such stockholder’s affirmative vote at the Stockholder Meeting for approval of resolutions (the “Stockholder Resolutions”) providing for the Company’s issuance of all action necessary of the Securities as described in the Agreement in accordance with applicable Laws law and rules and regulations of The NASDAQ Stock Market, including the issuance of the Warrant Shares upon exercise of the Warrants (such affirmative approval being referred to herein as the “Stockholder Approval” and the Organizational Documents of the Company to duly give notice of, convene and hold a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Merger Registration Statement date such approval is declared effective by the SEC. Except as permitted by Section 6.3obtained, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting “Stockholder Approval Date”), and the Company Board shall use its best efforts to solicit from stockholders its stockholders’ approval of the Company proxies in favor of Stockholder Resolutions and to cause the adoption of this Agreement and the Transactions, and the Joint Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to recommend to the contrary contained in this Agreement, stockholders that they approve the Company (i) shall be required to adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside DateResolutions. The Company shall promptly provide Parent with all voting tabulation reports relating be obligated to seek to obtain the Company Stockholders Meeting that have been prepared Stockholder Approval by the Company or Stockholder Meeting Deadline. If, despite the Company’s transfer agentbest efforts, proxy solicitor the Stockholder Approval is not obtained on or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or prior to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders MeetingMeeting Deadline, the Company shall not change such record date cause an additional Stockholder Meeting to approve the Stockholder Resolutions to be called and held at each otherwise convened special or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any annual meeting of the stockholders of the Company other than Company, which special or annual meetings must be called and held at least once in each six-month period after the Stockholder Meeting Deadline until such Stockholder Approval is obtained, provided that if the Board does not recommend to the stockholders that they approve the Stockholder Resolutions at any such Stockholder Meeting and the Stockholder Approval is not obtained, the Company Stockholders Meetingshall cause an additional Stockholder Meeting to be held each calendar quarter after the Stockholder Meeting Deadline until such Stockholder Approval is obtained.

Appears in 1 contract

Samples: Securities Purchase Agreement (Amyris, Inc.)

Stockholders Meeting. (a) The Company, acting through the Company Board, shall take all action necessary actions in accordance with applicable Laws Law, its Certificate of Incorporation and By-laws and the Organizational Documents rules of the Company The NASDAQ Stock Market to promptly and duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable the Company Meeting for the purpose of obtaining considering and voting upon the Company Stockholder ApprovalVoting Proposal. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to call, give notice of or convene the Company Meeting or mail the Proxy Statement, in each case prior to the commencement of the Exclusivity Period; provided that the Company shall cause the Proxy Statement to be held mailed to the Company’s stockholders as of the record date established for the Company Meeting as promptly as reasonably practicable following after the clearance later of (i) the date on which the SEC (or the staff of the Joint SEC) confirms that it has no further comments on the Proxy Statement by and (ii) the SEC and commencement of the Merger Registration Statement is declared effective by Exclusivity Period. Subject to the SEC. Except as permitted by occurrence of an Adverse Recommendation Change pursuant to Section 6.36.1, (a) the Company Board shall recommend that adoption of the Company Voting Proposal by the stockholders of the Company approve and adopt this Agreement at include such recommendation in the Company Stockholders Meeting Proxy Statement and (b) the Company Board shall solicit from stockholders not withhold, withdraw or modify, or publicly propose or resolve to withhold, withdraw or modify in a manner adverse to the Buyer, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal. Subject to the occurrence of an Adverse Recommendation Change pursuant to Section 6.1, the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the adoption Company Voting Proposal and shall take all other action reasonably necessary or advisable to secure the vote or consent of this Agreement and the Transactions, and the Joint Proxy Statement shall include stockholders of the Company Board Recommendationrequired by the rules of The NASDAQ Stock Market or the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to may adjourn or postpone the Company Stockholders Meeting (A) to the extent necessary to ensure that provide any legally required supplement or amendment to the Joint Proxy Statement to the Company’s stockholders in advance of the Company Meeting (solely in the event that such supplement or amendment is provided determined by the Company Board in good faith, after consultation with outside counsel, to be required to comply with its fiduciary duty of disclosure to the Company’s stockholders or (B) ifapplicable securities Laws and then, only for so long as the Company Board determines in good faith, after having taken into account the advice of outside counsel, that such action is necessary to give the Company’s stockholders sufficient time to evaluate any information or disclosures that the Company has sent to stockholders or otherwise made available by issuing a press release or filing materials with the SEC), or if as of the time for which the Company Stockholders Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) and voting in favor to approve the Company Voting Proposal or to constitute a quorum necessary to conduct the business at such Company Stockholders Meeting and (ii) may adjourn or postpone of the Company Stockholders Meeting if, as of the time for but only until a Company Meeting may be held at which the Company Stockholders Meeting is scheduled, there are insufficient a sufficient number of shares of Company Common Stock represented (either in person or by proxy) to obtain a quorum or the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is Required Vote (and in no event more than fifteen (15) Business Days the earlier of 30 days after the date for which the originally scheduled meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside Date. The Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect thereto. Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any of the Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call any meeting of the stockholders of the Company other than the Company Stockholders Meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Dental Partners Inc)

Stockholders Meeting. (a) The Company shall will take all action necessary in accordance with applicable Laws the NRS and the Organizational Documents its Articles of the Company Incorporation and Bylaws to duly give notice ofcall, hold and convene and hold as promptly as practicable a meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as reasonably practicable following the clearance consider adoption of the Joint Proxy Statement by the SEC Merger and the Merger Registration Statement is declared effective by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at (the “Stockholders’ Meeting”). The Company Stockholders Meeting and the Company Board shall will solicit from its stockholders of the Company proxies in favor of the adoption of this Agreement and the TransactionsMerger, and will take all other action necessary or advisable to secure the Joint Proxy Statement shall include vote or consent of its stockholders required by the Company Board Recommendationrules of the Nasdaq or the NRS to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company (i) shall be required to may adjourn or postpone the Company Stockholders Stockholders’ Meeting (A) to the extent necessary to ensure that any legally required necessary supplement or amendment to the Joint Proxy Statement is provided to its stockholders in advance of a vote on the Company’s stockholders or (B) ifMerger and this Agreement or, if as of the time for which the Company Stockholders Stockholders’ Meeting is scheduled, originally scheduled (as set forth in the Proxy Statement) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business at of such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders Meeting if, as of the time for which the Company Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the date for which the meeting was previously scheduled (it being understood that such Company Stockholders Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholders Meeting may be adjourned or postponed every time the circumstances described in the foregoing clause (ii) exist); and provided further that the Company Stockholders Meeting shall not be adjourned or postponed to a date on or after three (3) Business Days prior to the Outside DateStockholders’ Meeting. The Company shall promptly provide Parent ensure that its Stockholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders’ Meeting are solicited in compliance with the NRS, its Articles of Incorporation and Bylaws, the rules of the Nasdaq and all voting tabulation reports relating to other applicable legal requirements. The Board of Directors of the Company Stockholders Meeting shall recommend that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative, and shall otherwise keep Parent reasonably informed regarding the status of the solicitation and any material oral or written communications from or to the Company’s stockholders with respect theretovote in favor of and adopt and approve the Merger and this Agreement at the Stockholders’ Meeting (the “Recommendations”). Unless there has been a Notwithstanding the foregoing, if the Board of Directors of the Company Change of Recommendation withdraws, modifies or changes the Recommendations in accordance with Section 6.34.2(d) so as not to recommend this Agreement or the Merger, upon the Parties agree to cooperate and use their reasonable best efforts to defend against any efforts by any termination of the Company’s stockholders this Agreement in accordance with Section 7.1(c)(i) or any other Person to prevent the Company Stockholder Approval from being obtained. Once the Company has established a record date for the Company Stockholders MeetingSection 7.1(d)(i), the Company shall not change such record date or establish a different record date for be obligated to take any action otherwise required pursuant to this Section 5.3, and the Company Stockholders Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required to do so by applicable Law or its Organizational Documents or in connection with a postponement or adjournment permitted hereunder. Without the prior written consent of Parent or as required by applicable Law, the Company shall not call may cancel any meeting of the stockholders of the Company other than the Company Stockholders Meetingscheduled stockholders’ meeting.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Haggar Corp)

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