Stockholders Meetings Clause Samples

Stockholders Meetings. Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors. Section 2. Special meetings of all stockholders may be called at any time by the Board of Directors, the Chairman of the Board or the President. Section 3. Notice of all meetings of the stockholders shall be given by mailing to each stockholder at least ten (10) days before said meeting, at his last known address, a written or printed notice fixing the time and place of such meeting. Section 4. A majority in the amount of the capital stock of the Company issued and outstanding on the record date, as herein determined, shall constitute a quorum at all meetings of stockholders for the transaction of any business, but the holders of a small number of shares may adjourn, from time to time, without further notice, until a quorum is secured. At each annual or special meeting of stockholders, each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock registered in the stockholder's name on the books of the Company on the record date for any such meeting as determined herein.

Stockholders Meetings. (a) Dynegy will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "DYNEGY SPECIAL MEETING") for the purpose of securing the Dynegy Stockholders' Approval, (ii) distribute to its stockholders the Proxy Statement/Prospectus in (a) will not prohibit the Dynegy Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Dynegy stockholders hereunder if the Board of Directors of Dynegy, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (b) Illinova will, as promptly as reasonably practicable after the date hereof (i) take all steps reasonably necessary to call, give notice of, convene and hold a special meeting of its stockholders (the "ILLINOVA SPECIAL MEETING") for the purpose of securing the Illinova Stockholders' Approval, (ii) distribute to its shareholders the Proxy Statement/Prospectus in accordance with applicable federal and state law and its articles of incorporation and bylaws, which Proxy Statement/Prospectus will contain the recommendation of the Illinova Board of Directors that its stockholders approve and adopt this Agreement and the Transactions, and (iii) use all reasonable efforts to solicit from its stockholders proxies in favor of approval and adoption of this Agreement, and the Transactions and to secure the Illinova Stockholders' Approval, and (iv) cooperate and consult with Dynegy with respect to each of the foregoing matters; provided, that this Section 8.12(b) will not prohibit the Illinova Board of Directors from failing to make or from withdrawing or modifying its recommendation to the Illinova stockholders hereunder if the Board of Directors of Illinova, after consultation with and based upon the written advice of independent legal counsel, determines in good faith that such action is necessary for such Board of Directors to comply with its fiduciary duties to its stockholders under applicable law. (c) The Illinova Special Meeting and the Dynegy Special Meeting shall be held on the same day unless otherwise agreed by Illinova and Dynegy.

Stockholders Meetings. Subject to applicable law, each of IHK and the Company, acting through its respective Board of Directors, shall, in accordance with applicable law, duly call, give notice of, convene and hold a special meeting (the "Special Meetings" or the "Stockholders' Meetings") of its respective stockholders as soon as practicable for the purpose (in the case of the Company) of approving and adopting the agreement of merger (within the meaning of Section 251 of the DGCL) set forth in this Agreement and approving the Merger (the "Company Stockholder Approval") or (in the case of IHK) the issuance of the shares of IHK Common Stock to the stockholders of the Company in the Merger (the "IHK Stockholder Approval" and together with the Company Stockholder Approval, the "Stockholder Approvals"), and, subject to the fiduciary duties of the respective Boards of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel, include in the Proxy Statement (as defined in Section 6.02) of each of the Company and IHK for use in connection with the Special Meetings, the recommendation of their Boards of Directors that stockholders vote in favor of the Company Stockholder Approval or IHK Stockholder Approval, as the case may be. The Company and IHK agree to use commercially reasonable efforts to cause the Special Meetings to occur within 30 days after the Registration Statement (as defined below in Section 3.21) is effective under the Securities Act. IHK and Merger Sub agree that, at the Company Stockholders' Meeting, all of the shares of Company Common Stock acquired pursuant to the Offer or otherwise by IHK or Merger Sub will be voted in favor of the Company Stockholder Approval.

Stockholders Meetings. Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

Stockholders Meetings. (a) The Company shall call and hold the Company Stockholders Meeting as promptly as practicable after the Registration Statement Effective Date for the purpose of voting upon the adoption of this Agreement and the Parent and the Company will cooperate with each other to cause the Company Stockholders Meeting to be held as soon as practicable following the mailing of the Proxy Materials to the stockholders of the Company. The Company shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in favor of the adoption of this Agreement, and shall take all other action necessary or advisable to secure Requisite Company Vote, except to the extent that the Board of Directors of the Company determines in good faith that doing so would cause the Board of Directors of the Company to breach its fiduciary duties to the Company's stockholders under applicable Law after receipt of advice to such effect from independent legal counsel (who may be the Company's regularly engaged independent legal counsel). In addition, the Company shall use its reasonable best efforts to solicit, as directed by the Parent and at the Parent's expense, acceptance of the Exchange Offer by holders of Company Senior Notes and Convertible Notes. (b) The Parent shall call and hold the Parent Stockholders Meeting as promptly as practicable after the Registration Statement Effective Date for the purpose of voting upon the approval of the issuance of the Parent Common Stock to be issued in the Merger and the Parent and the Company will cooperate with each other to cause the Parent Stockholders Meeting to be held as soon as practicable following the mailing of the Proxy Materials to the stockholders of the Parent. The Parent shall use its reasonable best efforts (through its agents or otherwise) to solicit from its stockholders proxies in favor of the adoption of such issuance, and shall take all other action necessary or advisable to secure the Requisite Parent Vote. In addition, the Parent shall use its reasonable best efforts to solicit acceptance of the Exchange Offer by holders of Company Senior Notes and Convertible Notes.

Stockholders Meetings. The Company, Parent and Trust each shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold, a meeting of its stockholders or shareholders (respectively, the "Company Stockholder Meeting", the "Parent Stockholder Meeting", the "Trust Shareholder Meeting" and, collectively, the "Stockholder Meetings") for the purpose of considering the approval of this Agreement (in the case of the Company) and the respective Charter Amendments and the Share Issuances (in the case of Parent and Trust). The Company, Parent and Trust will, through their respective Boards of Directors or Trustees, as the case may be, recommend to their respective stockholders or shareholders, as applicable, approval of such matters and shall not withdraw such recommendation except to the extent that the Board of Directors of the Company shall have withdrawn or modified its approval or recommendation of this Agreement of the Merger as permitted by Section 4.3(b). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any takeover proposal. The Company, Parent and Trust shall coordinate and cooperate with respect to the timing of such meetings and shall use all reasonable efforts to hold such meetings on the same day. At the Parent Stockholder Meeting and the Trust Shareholder Meeting, the Parent Companies shall cause to be submitted to their respective shareholders or stockholders, as applicable, a proposal to amend Parent's Articles of Incorporation and Trust's Declaration of Trust to include a provision substantially similar to ARTICLE NINTH of Restated Articles of Incorporation, as amended, of the Company.

Stockholders Meetings. (a) Polaris, acting through the Polaris Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the DGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the common stockholders of Polaris for the purpose of adopting and approving this Agreement, the Redomestication Merger, the New Polaris Charter, the Polaris Sirius Stock Issuance and the Polaris Constellation Stock Issuance and the other Transactions (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Polaris in connection with the Transactions (including any postponement, adjournment or recess thereof, the “Polaris Stockholders Meeting”); provided that Polaris may postpone, recess or adjourn such meeting solely (1) to the extent required by applicable Law, (2) with the prior written consent of the Other Parties, (3) to allow reasonable additional time to solicit additional proxies to the extent Polaris reasonably believes necessary in order to obtain the Polaris Requisite Votes, (4) in the absence of a quorum and (5) if Polaris has delivered any notice contemplated by Section 6.01(c) and the time periods contemplated by Section 6.01(c) have not expired; provided further that, in each case, Polaris shall not be permitted to postpone, recess or adjourn such meeting to a date after the date that is three (3) business days prior to the Outside Date. (b) Sirius, acting through the Sirius Board (or a duly authorized committee thereof), shall, as promptly as practicable after the Form S-4 is declared effective, take all action required by the MGCL and its Organizational Documents and the applicable requirements of the NYSE necessary to duly call, give notice of, convene and hold as promptly as practicable a meeting of the holders of the Sirius Shares for the purpose of adopting the Sirius Upstream Merger, approving the New Holdco Merger, the Sirius-Polaris Merger, the LLC Conversion and the other Transactions, to the extent applicable to Sirius (as they may be combined or separately required to be proposed or presented) and any other matters required to be voted on by the common stockholders of Sirius in connection with the Transactions (including any postponement, adjournment or recess thereof...

Stockholders Meetings. (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. Except as permitted by Section 6.3, the Company shall, through the Company Board, recommend to the Company Stockholders that they vote in favor of the approval of the Merger at the Company Stockholders Meeting and the Company Board shall solicit from the Company Stockholders proxies in favor of the approval of the Merger, and the Joint Proxy Statement shall include a statement to the effect that the Company Board has resolved to make 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 required supplement or amendment to the Joint Proxy Statement is provided to the Company 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 establish a quorum 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 or otherwise required by Law, the Company Stockholders Meeting shall not be adjourned or postponed to a date that is more than thirty (30) 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), (i)(B) or (i)(C) 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 two (2) Business Days prior to the End Date. Notwithstanding the foregoing, the Company may adj...

Stockholders Meetings. Section 1. All meetings of the stockholders for any purpose may be held at such place as shall be stated in the notice of the meeting. Section 2. An annual meeting of the stockholders shall be held within one hundred fifty (150) days after the end of each fiscal year as the Board of Directors may set for a particular year's annual meeting, at which meeting they shall elect by a plurality vote by ballot a board of directors and transact such other business as may properly be brought before the meeting. Section 3. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally notified. Section 4. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed either by an instrument in writing, subscribed by such stockholder or by other means permitted by applicable law. Section 5. Except as may otherwise be provided by law or in the Certificate of Incorporation of the Corporation, or any amendment thereto, each stockholder shall have one vote for each share of the stock having voting power, registered in his name on the books of the Corporation, and except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which shall have been transferred on the books of the Corporation within twenty days preceding such election of directors, or on any other matter respecting which stockholders are entitled to vote if such stock has been so transferred within twenty days prior to action on such matter. Secti...