Stockholders Meetings. (a) The Company will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Walt Disney Co/), Agreement and Plan of Merger (Twenty-First Century Fox, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company to duly give notice of, convene and hold the Company Stockholders Meeting for the purpose of obtaining Company Stockholder Approval, to be held as promptly as practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC and the Registration Statement being declared effective by the SEC. Unless there has been a Company Change of Recommendation in accordance with Section 6.3(e), the Company Board shall recommend that the stockholders of the Company approve and adopt this Agreement at the Company Stockholders Meeting and the Company Charter and Board shall solicit from stockholders of Company Bylaws, its reasonable best efforts to convene and hold a meeting proxies in favor of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors Joint Proxy Statement/Prospectus shall include the Company Recommendation Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Joint Proxy Statement and recommend at 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 holders Joint Proxy Statement/Prospectus is provided to the Company’s stockholders or (B) if, as of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than fifteen (15) Business Days after the immediately preceding date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after three (3) Business Days prior to the preceding sentenceOutside Date. In addition, notwithstanding the first sentence of this Section 5.05(a)If requested by Parent, the Company may postpone or adjourn shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that have been prepared by the Company has determinedor the Company’s transfer agent, after consultation with outside legal counselproxy solicitor or other Representative, is and shall otherwise keep Parent reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders informed regarding the status of the Company prior solicitation and any material oral or written communications from or to the Company Stockholders MeetingCompany’s stockholders with respect thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Permian Resources Corp), Agreement and Plan of Merger (Earthstone Energy Inc)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments Amendment (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments Amendment and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Twenty-First Century Fox, Inc.), Agreement and Plan of Merger (Fox Corp), Agreement and Plan of Merger (Walt Disney Co/)
Stockholders Meetings. (a) The Company will useshall (i) as soon as reasonably practicable following the date on which the S-4 Registration Statement is declared effective under the Securities Act, in accordance with applicable Law duly call and give notice of, and commence mailing the Prospectus/Proxy Statement to the holders of Company Charter and Company BylawsShares as of the record date established for, its reasonable best efforts to convene and hold a meeting of holders of the Company Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and (ii) as soon as reasonably practicable (but in any event within 35 calendar days) following the Charter Amendments commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (i) above, convene and hold the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include ; provided that the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to a later date to the extent the Company believes in good faith that such adjournment or postponement is reasonably necessary (A) to ensure that any required supplement or amendment to the Prospectus/Proxy Statement is provided to the holders of Company Shares adopt this Agreementwithin a reasonable amount of time in advance of the Company Stockholders Meeting, the Distribution Merger Agreement and the Charter Amendments and shall use its (B) to allow reasonable best efforts additional time to solicit additional proxies necessary to obtain and solicit such adoption. Notwithstanding the foregoingRequisite Company Vote (including after commencement of a Company Acquisition Proposal that is a tender offer or exchange offer), if on a date preceding the date on which or the date on which provided that the Company Stockholders Meeting cannot be postponed by more than 10 Business Days pursuant to this clause (B) in connection with any commencement of a Company Acquisition Proposal that is scheduleda tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the (C) to ensure that there are sufficient Company 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) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (D) otherwise where required to comply with applicable Law. Subject to Section 6.2, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Company’s board of directors shall recommend the adoption of this Agreement at the Company Stockholders Meeting as long as the date and, unless there has been an Adverse Company Recommendation Change or a termination of this Agreement permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Stockholders Meeting is not postponed Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance advisable on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting its part to allow reasonable additional time for the filing or mailing of any 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 solicit such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meetingadoption.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cleveland-Cliffs Inc.), Agreement and Plan of Merger (Ak Steel Holding Corp), Agreement and Plan of Merger (Cleveland-Cliffs Inc.)
Stockholders Meetings. (a) The Company will useEach of MTI and EVI shall, in accordance with applicable Law as reasonably promptly as practicable after the later of the date on which the Form S-4 is declared effective under the Securities Act and the Company Charter and Company Bylawsdate on which the SEC confirms that it has no further comments on the Proxy Statement/Prospectus (such later date, its reasonable best efforts to the “SEC Clearance Date”), duly call, give notice of, convene and hold a its stockholders meeting for the purpose of seeking the EVI Stockholder Approval and the MTI Stockholder Approval, respectively. Without the prior written consent of Parent, the foregoing shall be the only matter (other than procedure matters) which EVI and MTI shall propose to be acted on by the holders of Shares Company Capital Stock at the stockholders meetings. In connection with the foregoing, each of MTI and EVI shall (x) file the definitive Proxy Statement/Prospectus with the SEC and cause the definitive Proxy Statement/Prospectus to consider be mailed to its stockholders as of the record date established for its stockholders meeting as promptly as practicable (and vote upon in any event within five (5) Business Days) after the adoption SEC Clearance Date; and (y) subject to Section 7.7, solicit stockholder approval of this Agreementthe applicable Merger. Each of EVI and MTI shall, through its board of directors, (i) recommend to its stockholders that they give stockholder approval of the Distribution applicable Merger Agreement and the Charter Amendments (the “Company Stockholders MeetingRecommendation”), (ii) not more than 45 days after include such recommendation in the date the S-4 Registration Statement is declared effective. Subject Proxy Statement/Prospectus, in each case, except to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting extent that the holders applicable board of Shares adopt this Agreementdirectors shall have made an Adverse Recommendation Change as permitted by Section 7.2(b), the Distribution Merger Agreement and the Charter Amendments (iii) solicit and shall use its reasonable best efforts to obtain and solicit such adoptionthe EVI Stockholder Approval or the MTI Stockholder Approval, as applicable. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting its stockholders meeting is scheduled, the Company MTI or EVI 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 shares of its capital stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meetingsuch stockholders meeting, the Company it may postpone or adjourn, or make one or more successive postponements or adjournments of, such stockholders meeting for the Company Stockholders Meeting as long as the date purpose of the Company Stockholders Meeting is not postponed obtaining sufficient proxies or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentenceconstituting a quorum. In addition, notwithstanding the first sentence each of this Section 5.05(a), the Company EVI and MTI may postpone or adjourn its stockholders meeting (i) with the Company Stockholders Meeting consent of Parent, (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company it has determineddetermined in good faith, after consultation with outside legal counsel, is reasonably likely to be required necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by its stockholders prior to its stockholders meeting, and (iii) solicit and use its reasonable best efforts to obtain the EVI Stockholder Approval or the MTI Stockholder Approval, as applicable. Once each of EVI and MTI have established the record date for the EVI Stockholders Meeting and MTI Stockholders Meeting, respectively, each of EVI and MTI shall not change such record date or establish a different record date 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. In the event that the date of the Company prior applicable stockholders meeting as originally called is for any reason adjourned or postponed or otherwise delayed, each of EVI and MTI agrees that unless Parent shall have otherwise approved in writing, it shall use reasonable best efforts to implement such adjournment or postponement or other delay in such a way that it does not establish a new record date for its stockholders meeting, as so adjourned, postponed or delayed, except as required by applicable Law. Each of EVI and MTI shall, upon the reasonable request of Parent, provide the aggregate vote tally of the proxies received with respect to its stockholder approval. MTI shall, as promptly as reasonably practicable (and in no event later than the tenth (10th) Business Day following the date of this Agreement) conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act with respect to the Company MTI Stockholders MeetingMeeting (based on a record date that is twenty (20) Business Days following the date on which such broker search is commenced). If at any time the current record date for the MTI Stockholders Meeting is not reasonably likely to satisfy the requirements of MTI Organizational Documents and applicable Law, MTI shall, in consultation with Parent, set a new record date and shall continue to comply with the “broker search” requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ei. Ventures, Inc.), Agreement and Plan of Merger (Ehave, Inc.), Agreement and Plan of Merger (Mycotopia Therapies, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include obtaining the Company Recommendation in 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 and recommend the other Transactions 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 other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 30 days after the date of 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) or (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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Ready Capital Corp)
Stockholders Meetings. (a) The Company will useSkillSoft, acting through the SkillSoft Board, shall take all actions in accordance with applicable Law law, its Certificate of Incorporation and By-laws and the Company Charter rules of The Nasdaq Stock Market, Inc. to promptly and Company Bylawsduly call, its reasonable best efforts to give notice of, convene and hold a meeting as promptly as practicable after the declaration of holders effectiveness of Shares to consider the Registration Statement, the SkillSoft Stockholders Meeting for the purpose of considering and vote voting upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effectiveSkillSoft Voting Proposal. Subject to Section 6.1(b), to the provisions fullest extent permitted by applicable law, (i) the SkillSoft Board shall unanimously recommend approval and adoption of Section 5.02, the Company’s Board SkillSoft Voting Proposal by the stockholders of Directors shall SkillSoft and include the Company Recommendation such unanimous recommendation in the Joint Proxy Statement Statement/Prospectus, and recommend at (ii) neither the Company SkillSoft Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to SmartForce, the recommendation of the SkillSoft Board that SkillSoft's stockholders vote in favor of the SkillSoft Voting Proposal. SkillSoft shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the SkillSoft Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the SkillSoft Stockholders Meeting that required by the holders DGCL, the Certificate of Shares adopt Incorporation and By-laws of SkillSoft, the rules of The Nasdaq Stock Market, Inc. and all other applicable legal requirements to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with SmartForce, SkillSoft may adjourn or postpone the Distribution Merger Agreement and SkillSoft Stockholder Meeting to the Charter Amendments and shall use its reasonable best efforts extent necessary to obtain and solicit such adoption. Notwithstanding ensure that any required supplement or amendment to the foregoingJoint Proxy Statement/Prospectus is provided to SkillSoft's stockholders or, if on a date preceding as of the date on which or the date on time for which the Company SkillSoft Stockholders Meeting is scheduled, originally scheduled (as set forth in the Company reasonably believes that Joint Proxy Statement/Prospectus) there are insufficient shares of SkillSoft Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company SkillSoft Stockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Smartforce Public LTD Co), Agreement and Plan of Merger (Skillsoft Corp)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC (and in any event no later than 45 days thereafter). Except as otherwise expressly permitted by Section 6.3, the Company shall (i) through the Company Board, recommend in the Joint Proxy Statement that the stockholders of the Company vote upon in favor of the adoption of this Agreement at the Company Stockholders Meeting and (ii) solicit from stockholders of the Company proxies in favor of the adoption of this Agreement. The Company shall not submit to the vote of its stockholders any Competing Proposal. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments (the “Company Stockholders Meeting”Meeting (A) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company Stockholders Meeting that Company’s stockholders or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 20 Business Days after the date of for which the meeting was previously scheduled (it being understood that such Company Stockholder Meeting shall be adjourned or postponed every time the circumstances described in the foregoing clauses (i)(A) and (i)(B) exist, and such Company Stockholder 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that Negotiation Period. Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company has determinedStockholder Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, after consultation with outside legal counselcommencement, is reasonably likely to be required under applicable Law and for such supplemental disclosure, announcement or amended disclosure to be disseminated and reviewed submission of any Company Superior Proposal or Competing Proposal, or by stockholders any Company Change of Recommendation. If requested by Parent, the Company prior shall promptly provide all voting tabulation reports relating to the Company Stockholders MeetingStockholder Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Range Resources Corp), Agreement and Plan of Merger (Memorial Resource Development Corp.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider and vote upon be held as promptly as reasonably practicable following the adoption effectiveness of this Agreementthe Registration Statement under the Securities Act. Except as permitted by Section 6.3, the Distribution Company shall, through the Company Board, recommend to the Company Stockholders that they vote in favor of the approval of the Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend other Transactions 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 other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may adjourn or postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting if, as long as of the date of time for which the Company Stockholders Meeting is not postponed scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on by proxy) to obtain the preceding sentenceCompany Stockholder Approval. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Competing Proposal, or by any Company Change of Recommendation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Western Asset Mortgage Capital Corp), Agreement and Plan of Merger (AG Mortgage Investment Trust, Inc.)
Stockholders Meetings. (a) The Company will useCompany, acting through its board of directors and in accordance with applicable Law and the Company Charter and the Company Bylaws, its reasonable best efforts shall (i) take all actions necessary to establish a record date for, duly call, give notice of, convene and hold a meeting of holders its stockholders solely for the purpose of Shares to consider and vote upon seeking the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments Company Stockholder Approval (the “Company Stockholders Meeting”) not more than 45 days as soon as reasonably practicable after the date the Form S-4 Registration Statement (as defined in Section 6.02) is declared effective. Subject , (ii) cause such vote to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement be taken and recommend at the completed as soon as practicable and not postpone or adjourn such vote or Company Stockholders Meeting and (iii) except to the extent that the holders of Shares adopt this Agreementa Company Adverse Recommendation Change has occurred in accordance with Section 6.04, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, Stockholder Approval and include in the Joint Proxy Statement/Prospectus the Company reasonably believes Board Recommendation; provided, 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjournpostpone, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone recess or adjourn the Company Stockholders Meeting to a later date: (a) with the consent of Purchaser, (b) for the absence of a quorum, (c) to allow reasonable additional time for the filing or mailing and distribution of any supplemental or amended disclosure that which the board of directors of the Company has determined, determined in good faith (after consultation with its outside legal counsel, ) is reasonably likely to be required under applicable Law Laws and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company’s stockholders prior to the Company Stockholders Meeting or (d) if the Company has provided a written notice to Purchaser pursuant to Section 6.04(c) and the latest deadline contemplated by Section 6.04(c) with respect to such notice has not been reached. If the board of directors of the Company determines after the date of this Agreement that this Agreement is no longer advisable and either makes no recommendation or recommends that its stockholders do not adopt this Agreement, the Company shall nevertheless submit this Agreement to the holders of the Company Common Shares for adoption at the Company Stockholders Meeting unless this Agreement shall have been terminated in accordance with its terms prior to the Company Stockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Rentals Inc /De), Agreement and Plan of Merger (RSC Holdings Inc.)
Stockholders Meetings. (a) The Company will use, East shall take all action necessary in accordance with applicable Law Laws and the Company Charter and Company BylawsEast Organizational Documents to duly give notice of, its reasonable best efforts to convene and hold a meeting of holders of Shares the East Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders East Stockholders’ Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective). Subject to Section 5.4(b) and (c), East will, through the East Board, recommend that the East Stockholders adopt this Agreement and will use commercially reasonable efforts to solicit from the East Stockholders proxies in favor of the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the East Stockholders required by the rules of the NYSE or applicable Laws to obtain such approvals. Without limiting the generality of the foregoing, East agrees that (i) its obligations pursuant to the first sentence of this Section 5.3(a) shall not be affected by (A) the commencement, public proposal, public disclosure or communication to East of any Acquisition Proposal with respect to East or (B) any East Adverse Recommendation Change and (ii) no Acquisition Proposal with respect to East shall be presented to the East Stockholders for approval at the East Stockholders’ Meeting or any other meeting of the East Stockholders; provided that, nothing set forth in this Section 5.3 shall prohibit East or the East Board from disclosing to the East Stockholders the existence of, or any terms or provisions of, any Acquisition Proposal with respect to East or any of Section 5.02the modifications thereto. Notwithstanding anything to the contrary contained in this Agreement, East (i) shall be required to adjourn or postpone the Company’s Board of Directors shall include East Stockholders’ Meeting (A) to the Company Recommendation in extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company East Stockholders Meeting that or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders East Stockholders’ Meeting is scheduled, the Company reasonably believes that there are insufficient shares of East Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such East Stockholders’ Meeting and (ii) may adjourn or postpone the business East Stockholders’ Meeting if, as of the Company Stockholders Meeting, time for which the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders East Stockholders’ Meeting is not postponed scheduled, there are insufficient shares of East Common Stock represented (either in person or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on by proxy) to obtain the preceding sentence. In additionEast Stockholders’ Approval; provided, notwithstanding the first sentence of this Section 5.05(a)however, the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, East Stockholders’ Meeting shall not be adjourned or postponed to a date on or 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 two (2) Business Days prior to the Company Stockholders MeetingTermination Date.
Appears in 2 contracts
Samples: Adoption Agreement (WPX Energy, Inc.), Registration Rights Agreement (Devon Energy Corp/De)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene Tenneco shall call and hold a meeting of holders its stockholders (the "Tenneco Stockholders' Meeting") for the purpose of Shares to consider and vote voting upon the adoption and approval of this Agreement, the Distribution Merger Agreement and the Charter Amendments Spinoffs. Acquiror shall call and hold a meeting of its stockholders (the “Company Stockholders "Acquiror Common Stockholders' Meeting”") not more than 45 days after for the date purpose of voting upon the S-4 Registration Statement is declared effective. Subject to approval of the provisions issuance of Section 5.02, Acquiror Common Stock in connection with the Company’s Board of Directors shall include Merger as contemplated by this Agreement (the Company Recommendation in "Stock Issuance") (the Joint Proxy Statement and recommend at the Company Stockholders Acquiror Common Stockholders' Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments Tenneco Stockholders' Meeting being collectively referred to herein as the "Stockholders' Meetings"). Each of Tenneco and Acquiror shall use its reasonable best efforts to obtain schedule and hold their respective Stockholders' Meetings so that the Acquiror Common Stockholders' Meeting occurs at least one business day prior to the Tenneco Stockholders' Meeting, and otherwise so as not to delay the transactions contemplated hereby (it being intended that the Joint Proxy Statement shall be mailed and the Stockholders' Meetings shall be scheduled to occur as soon as practicable after the receipt of the IRS Ruling Letter). Each of Tenneco and Acquiror shall use its reasonable best efforts to solicit such adoptionfrom its stockholders proxies in favor of the approval and adoption of this Agreement, the Merger and the Spinoffs or the Stock Issuance, as applicable, and shall take all other action necessary or advisable to secure the vote or consent of stockholders required therefor by applicable Law and/or its certificate of incorporation or other governing instrument or document. The stockholders of Tenneco will vote on the Spinoffs and the Merger as a single transaction. Notwithstanding the foregoing, Tenneco shall not be required to take any action if on there is a date preceding substantial risk that the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to subject action would constitute a quorum necessary to conduct the business breach of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date fiduciary duties of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate board of 15 calendar days directors of Tenneco as determined by the board of directors of Tenneco in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, good faith after consultation with outside and based upon the advice of independent legal counsel (who may be its regularly engaged independent 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 prior to the Company Stockholders Meeting.). 6.9
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc), Agreement and Plan of Merger (El Paso Natural Gas Co)
Stockholders Meetings. (a) The Company will useshall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, in accordance with applicable Law as the case may be, pursuant to the Joint Proxy Statement, and Company and Parent shall use all reasonable efforts to hold the Parent Stockholders' Meeting and the Company Charter Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. Nothing herein shall prevent the Company Bylawsor the Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's board of directors has withdrawn its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption recommendation of this Agreement, the Distribution Merger Agreement and the Charter Amendments (Merger in compliance with Section 6.04, Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the “Company Stockholders Meeting”) not more than 45 days after approval of this Agreement and the date the S-4 Registration Statement is declared effective. Subject Merger pursuant to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL or applicable other stock exchange requirements to obtain such approval. Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Share Issuance pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the DGCL or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of stockholders required by applicable Law and such party's certificate of incorporation and bylaws to effect the Merger. Company shall call and hold the Company Stockholders Stockholders' Meeting that for the holders purpose of Shares adopt voting upon the approval of this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, Merger whether or not a quorum is present, or (ii) it will not have enough Shares represented Company's board of directors at any time subsequent to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting hereof determines that this Agreement is not postponed no longer advisable or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure recommends 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 Company's stockholders of the Company prior to the Company Stockholders Meetingreject it.
Appears in 2 contracts
Samples: Stockholder Agreement (Doubleclick Inc), Stockholder Agreement (Doubleclick Inc)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law and the Company Charter and Company BylawsOrganizational Documents to duly give notice of, its reasonable best efforts to convene and hold a meeting of holders the Company Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act, to obtain the Company Stockholder Approval (the “Company Stockholders’ Meeting”). Subject to Section 7.04, the Company will, through the Company Board, recommend that the Company Stockholders adopt this Agreement and will use commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of Shares to consider and vote upon the adoption of this AgreementAgreement and to take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the Company Organizational Documents, the Distribution Merger Agreement rules of NASDAQ or applicable Law to obtain such approvals. The Company shall not (i) submit at the Company Stockholders’ Meeting any matter for approval of the Company Stockholders other than those required for the Company Stockholder Approval (and other than matters of procedure and matters required by or advisable under applicable Law to be voted on by the Charter Amendments Company Stockholders in connection therewith) or (ii) hold a stockholder meeting for any purpose prior to the occurrence of the Company Stockholders’ Meeting; provided that the Company may (x) combine its annual meeting of stockholders with the Company Stockholders’ Meeting and submit such additional matters at the Company Stockholders’ Meeting as it is required to present or has customarily presented at its prior annual meetings (the portion, if any, of the Joint Proxy Statement relating solely to the Company’s annual meeting, the “Company Stockholders MeetingAnnual Meeting Portion”) or (y) if the Registration Statement is not more than 45 days declared effective by the date that is twenty five (25) Business Days before the date that is thirteen (13) months after the date the S-4 Registration Statement is declared effective. Subject Company held its annual meeting of stockholders in 2022, hold its annual meeting of stockholders prior to the provisions of Company Stockholders’ Meeting; provided, further, however, that subject to Section 5.027.03(c), the Company’s Board of Directors in no event shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Stockholders’ Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if be held on a date preceding the date on which or that is more than 30 days following the date on which the Registration Statement is declared effective under the Securities Act. The Company Stockholders Meeting is scheduled, the Company shall keep Parent and Merger Sub updated with respect to proxy solicitation results as may be reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether requested by Parent or not a quorum is present, or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders MeetingMerger Sub.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvasive Inc), Agreement and Plan of Merger (Globus Medical Inc)
Stockholders Meetings. (a) The Each of the Company will useand Parent shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, take all action necessary in accordance with applicable Applicable Law and the Company Charter Documents, in the case of the Company, and the Parent Charter Documents, in the case of Parent, to duly give notice of, convene and hold the Company BylawsStockholders' Meeting, its in the case of the Company, and the Parent Stockholders' Meeting, in the case of Parent. Subject to Section 5.2(d), each of the Company and Parent will use reasonable best efforts to convene and hold a meeting solicit from its stockholders proxies in favor of, in the case of holders of Shares to consider and vote upon the Company, the adoption of this Agreement, and in the Distribution Merger Agreement case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment, and will take all other action necessary or advisable to secure the Charter Amendments (vote or consent of its stockholders required by the “Company Stockholders Meeting”) not more than 45 days after rules of the date the S-4 Registration Statement is declared effectiveNasdaq Stock Market or Applicable Law to obtain such approvals. Subject Notwithstanding anything to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation contrary contained in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement Company or Parent may adjourn or postpone the Company Stockholders' Meeting or Parent Stockholders' Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders in advance of a vote on, in the case of the Company, the adoption of this Agreement, and in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding Amendment, or, if, as of the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Stockholders' Meeting or Parent Stockholders' Meeting, as the case may be, is originally scheduled, there are insufficient shares of Company Common Stock or Parent Common Stock, as the Company reasonably believes that case may be, represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of such meeting. Each of the Company and Parent shall ensure that the Company Stockholders' Meeting and the Parent Stockholders' Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders' Meeting or Parent Stockholders' Meeting, as the case may be, are solicited in compliance with Applicable Law, the rules of the Nasdaq Stock Market and, in the case of the Company, the Company Charter Documents, and, in the case of Parent, the Parent Charter Documents. Without the prior written consent of Parent, adoption of this Agreement is the only matter (other than procedural matters) which the Company shall propose to be acted on by the Company Stockholders at the Company Stockholders' Meeting. Without the prior written consent of the Company, approval of the Parent Stock Issuance, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Parent Charter Amendment and any proposals set forth in Schedule 5.3(b) of the Company Parent Disclosure Letter are the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent Stockholders Meeting as long as at the date Parent Stockholders' Meeting. Notwithstanding any Change of Recommendation by the Board of Directors of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In additionParent, notwithstanding the first sentence (i) adoption of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to Agreement shall be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior submitted to the Company Stockholders at the Company Stockholders' Meeting and (ii) approval of the Parent Stock Issuance and Parent Charter Amendment shall be submitted to the Parent Stockholders at the Parent Stockholders' Meeting, and nothing contained herein shall be deemed to relieve the Company or Parent of such obligations.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Lau Acquisition Corp), Agreement and Plan (Viisage Technology Inc)
Stockholders Meetings. (a) The Company, acting through the Company will useBoard, shall take all actions in accordance with applicable Law the DGCL, its Certificate of Incorporation and By-laws and the Company Charter rules of The NASDAQ Stock Market to promptly and Company Bylawsduly call, its reasonable best efforts to give notice of, convene and hold a meeting as promptly as practicable, and within 45 days after the declaration of holders the effectiveness of Shares to consider the Registration Statement if practicable, the Company Stockholders Meeting for the purpose of considering and vote voting upon the Company Voting Proposal. Subject to Section 6.1(b), (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Parent or the Transitory Subsidiary, the approval or recommendation of the Company Board or such committee that the Company’s stockholders vote in favor of the Company Voting Proposal. Subject to Section 6.1(b), the Company shall take all action that is both reasonable and lawful to solicit from its stockholders proxies in favor of the Company Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required 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 Distribution Merger Agreement and Company, after consultation with the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02Parent, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the holders of Shares adopt this Agreement, Joint Proxy Statement/Prospectus is provided to the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingCompany’s stockholders or, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bookham Technology PLC), Agreement and Plan of Merger (New Focus Inc)
Stockholders Meetings. (a) The Company will useshall call and hold the Company Stockholders' Meeting and Parent shall call and hold the Parent Stockholders' Meeting as promptly as practicable after the date hereof for the purpose of voting upon the approval of this Agreement and the Merger or the Share Issuance, in accordance with applicable Law as the case may be, pursuant to the Joint Proxy Statement, and Company and Parent shall use all reasonable efforts to hold the Parent Stockholders' Meeting and the Company Charter Stockholders' Meeting on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. Nothing herein shall prevent the Company Bylawsor the Parent from adjourning or postponing the Company Stockholders' Meeting or the Parent Stockholders' Meeting, as the case may be, if there are insufficient shares of Company Common Stock or Parent Common Stock, as the case may be, necessary to conduct business at their respective meetings of the stockholders. Unless Company's board of directors has withdrawn its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption recommendation of this Agreement, the Distribution Merger Agreement and the Charter Amendments (Merger in compliance with Section 6.04. Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the “Company Stockholders Meeting”) not more than 45 days after approval of this Agreement and the date the S-4 Registration Statement is declared effective. Subject Merger pursuant to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at shall take all other action necessary or advisable to secure the Company Stockholders Meeting that vote or consent of stockholders required by the holders FBCA or applicable other stock exchange requirements to obtain such approval. Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of Shares adopt this Agreement, the Distribution Merger Agreement and Share Issuance pursuant to the Charter Amendments Joint Proxy Statement and shall use its reasonable best efforts take all other action necessary or advisable to secure the vote or consent of stockholders required by the FBCA or applicable stock exchange requirements to obtain and solicit such adoptionapproval. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business Each of the Company Stockholders Meetingparties hereto shall take all other action necessary or, in the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date opinion of the Company Stockholders Meeting is not postponed other parties hereto, advisable to promptly and expeditiously secure any vote or adjourned more than an aggregate consent of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be stockholders required under by applicable Law and for such supplemental or amended disclosure party's certificate of incorporation and bylaws to be disseminated and reviewed by stockholders of effect the Company prior to the Company Stockholders MeetingMerger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Opticare Health Systems Inc), Agreement and Plan of Merger and Reorganization (Vision Twenty One Inc)
Stockholders Meetings. (a) The Promptly after the date hereof, the Company will use, shall take all action necessary in accordance with applicable Law the MGCL and its Restated Articles of Incorporation and Bylaws and the Company Charter and Company Bylawsrules of the NYSE to call, its reasonable best efforts to give notice of, convene and hold a meeting the Company Meeting as promptly as practicable, and in any event (to the extent permissible under applicable law) within 60 days after the declaration of holders effectiveness of Shares the Registration Statement. Subject to consider and vote upon Section 5.1(c), the Company shall use its reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement, the Distribution Merger Agreement and approval of the Merger, the approval of the Company Charter Amendments (and will take all other action necessary to secure the “Company Stockholders Meeting”) not more than 45 days after vote or consent of its stockholders required by the date rules of the S-4 Registration Statement is declared effectiveNYSE and MGCL to obtain such approvals. Subject Notwithstanding anything to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation contrary contained in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing shall adjourn or postpone the Company Requisite Vote, whether Meeting to the extent necessary to ensure that any necessary supplement or not amendment to the Proxy Statement is provided to the Company’s stockholders sufficiently in advance of a quorum is present, vote on this Agreement to insure that such vote occurs on the basis of full and complete information as required under applicable law or (ii) it will shall (unless CNLRP otherwise consents in writing or if prohibited by applicable law) adjourn the Company Meeting once for a period not have enough Shares to exceed 30 days, if as of the time for which the Company Meeting is originally scheduled (as set forth in the Proxy Statement) or subsequently rescheduled or reconvened, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting. The Company shall ensure that the Company Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Meeting are solicited, in compliance with the MGCL, the Company’s Restated Articles of Incorporation and Bylaws, the rules of the NYSE and all other applicable legal requirements. The Company’s obligation to call, give notice of, convene and hold the Company may postpone Meeting in accordance with this Section 6.4(a) shall not be limited or adjournaffected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal, or make one by any withdrawal, amendment or more successive postponements or adjournments of, modification of the Company Stockholders Meeting as long as the date recommendation of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection Board with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of respect to this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders MeetingAgreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Restaurant Properties Inc), Agreement and Plan of Merger (CNL Restaurant Properties Inc)
Stockholders Meetings. (a) The Company will useshall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold (in person or virtually, in accordance with applicable Law Law) 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 Company Charter Registration Statement is declared effective by the SEC (and Company Bylaws, its in any event will use reasonable best efforts to convene such meeting within forty-five (45) days thereof). Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company vote in favor of the adoption of this Agreement at the Company Stockholders Meeting and hold a meeting the Company Board shall solicit from stockholders of holders the Company proxies in favor of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Joint Proxy Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation 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 and recommend at is provided to the Company Stockholders Meeting that Company’s stockholders or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the business 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 ten (10) 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, with Parent’s consent, 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. If requested by Parent, the Company shall promptly provide 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 may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, 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 long as required by applicable Law, (i) the date 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) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting is and the Company shall not postponed or adjourned more than an aggregate of 15 calendar days submit any other proposal to such stockholders in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for or otherwise (including any proposal inconsistent with the filing adoption of this Agreement or mailing the consummation of any supplemental or amended disclosure that the Transactions) and (ii) 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 shall not call any meeting of the stockholders of the Company prior to other than the Company Stockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concho Resources Inc), Agreement and Plan of Merger (Conocophillips)
Stockholders Meetings. (a) The Subject in each case to applicable laws, rules and regulations: (i) Company will use, take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Law and Nasdaq Stock Market rules to cause the Company Charter and Company Bylaws, its reasonable best efforts Stockholders Meeting to convene and hold a meeting be held for the purpose of holders of Shares to consider and vote voting upon the adoption of this Agreement, and to cause a vote of the Distribution Merger Company's stockholders on the adoption of this Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days to be taken, in each case as promptly as practicable after the date the S-4 Registration Statement is declared effective. Subject hereof, and (ii) subject further to the provisions of Section 5.026.01(b), Parent will take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Nasdaq Stock Market rules to cause the Parent Stockholders Meeting to be held for the purpose of voting upon the Parent Voting Proposal, and to cause a vote of Parent's stockholders on the Parent Voting Proposal to be taken, in each case as promptly as practicable after the date hereof. Unless otherwise mutually agreed by Parent and Company’s , Parent and Company shall coordinate and cooperate with respect to the timing of such meetings and shall use their commercially reasonable efforts to hold such meetings at the same time and on the same day and as promptly as practicable after the date hereof. Parent and, subject to Company's rights under Section 8.01(h), Company shall solicit from their respective stockholders proxies in favor of the adoption of this Agreement (in the case of Company stockholders) and approval of the Parent Voting Proposal (in the case of Parent stockholders), and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required under NASD rules and the DGCL, as applicable; provided, however, that neither Company nor Parent shall be required to take any action that its respective Board of Directors shall include determines in good faith after consultation with outside legal counsel would be inconsistent with its fiduciary duties to its stockholders under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Recommendation Stockholders Meeting, and Parent may adjourn or postpone the Parent Stockholders Meeting, to the extent that (x) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to such party's stockholders in advance of the applicable vote or (y) additional time is reasonably required to solicit proxies in favor of the approvals required by Section 7.01(a) or (z) as of the time for which such stockholders meeting is originally scheduled (as set forth in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which Statement/Prospectus) there are insufficient shares represented (either in person or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (iby proxy) 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 to constitute a quorum necessary to conduct the business of the such stockholders meeting. Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of shall ensure that the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for are solicited, and Parent shall ensure that Parent Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the filing or mailing of any supplemental or amended disclosure that Parent Stockholders Meeting are solicited, in compliance with the Company has determinedDGCL, after consultation with outside applicable charter documents, Nasdaq Stock Market rules and all other applicable 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 prior to the Company Stockholders Meetingrequirements.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (I2 Technologies Inc), Agreement and Plan of Reorganization (I2 Technologies Inc)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include obtaining the Company Recommendation in Stockholder Approval, to be held as promptly as practicable following the clearance of the Joint Proxy Statement by the SEC and the applicable Canadian Securities Regulatory Authorities and the Registration Statement being declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within fifty (50) days thereof). Unless there has been a Company Change of Recommendation in accordance with Section 6.3, the Company Board shall recommend that the stockholders of the Company adopt and approve this Agreement at the Company Stockholders Meeting that and the holders Company Board shall solicit from stockholders of Shares adopt the Company proxies in favor of the adoption and approval of this Agreement, the Distribution Merger Agreement and the Charter Amendments Transactions, and the Joint Proxy Statement shall use its reasonable best efforts include the Company Board Recommendation. The Company shall not adjourn or postpone the Company Stockholders Meeting without Parent’s prior written consent; provided that, anything to obtain the contrary contained in this Agreement notwithstanding, (i) the Company shall adjourn or postpone the Company Stockholders Meeting 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, and solicit (ii) the Company may adjourn or postpone the Company Stockholders Meeting (and, in the case of clauses (A) and (B), will adjourn or postpone the Company Stockholders Meeting to the extent requested by Parent in writing, except that Parent may not deliver more than two (2) such adoption. Notwithstanding requests and the foregoingCompany shall not be required to adjourn or postpone the Company Stockholders Meeting for more than ten (10) Business Days on any one occasion or more than twenty (20) Business Days in the aggregate pursuant to this parenthetical) (A) if, if on a date preceding as of the date on which or the date on 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 (B) if, as of the time for which the Company reasonably believes that Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (ieither in person or by proxy) it will not receive proxies representing to obtain the Company Requisite Vote, Stockholder Approval (whether or not a quorum is present); 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 (x) ten (10) Business Days after the immediately preceding date for which the meeting was previously scheduled or (iiy) it will sixty (60) days after the Company Stockholders Meeting was initially scheduled; 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. If requested by Parent, the Company shall promptly provide Parent with all voting tabulation reports relating to the Company Stockholders Meeting that have enough Shares represented 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 constitute the Company’s stockholders with respect thereto. Unless there has been a quorum necessary Company Change of Recommendation in accordance with Section 6.3, the Parties agree to conduct cooperate and use their reasonable best efforts to defend against any efforts by any of the business of Company’s stockholders or any other Person to prevent the Company Stockholder Approval from being obtained; provided that the Company shall control the strategy for such defense. Once the Company has established a record date for the Company Stockholders Meeting, the Company may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, establish a different record date for the Company Stockholders Meeting as long as without the date 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 of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate permitted hereunder. Without the prior written consent of 15 calendar days Parent, and except as may be required by applicable Law to be voted on by the Company’s stockholders in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence adoption and approval of this Section 5.05(a)Agreement, obtaining the Company may postpone or adjourn Stockholder Approval and a proposal with respect to adjournment of the Company Stockholders Meeting to allow reasonable additional time for shall be the filing or mailing of any supplemental or amended disclosure that only matters which the Company has determined, after consultation with outside legal counsel, is reasonably likely shall propose to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed acted on by the Company’s stockholders of the Company prior to at the Company Stockholders Meeting.. 84
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ritchie Bros Auctioneers Inc), Agreement and Plan of Merger and Reorganization (IAA, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider be held as promptly as reasonably practicable following the declaration of effectiveness of the Registration Statement and the clearance of the Joint Proxy Statement by the SEC. Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company vote upon 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, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement shall include a statement to the effect that the Company Board has made the Company Board Recommendation. The Company’s obligations to call, give notice of, convene and recommend at hold the Company Stockholders Meeting that in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the holders making, commencement, disclosure, announcement or submission of Shares adopt any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company’s stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Capital Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may, and at Parent’s request shall, adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Capital Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting as long as the shall not be adjourned or postponed to a date of the Company Stockholders Meeting that is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.than
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Chesapeake Energy Corp), Agreement and Plan of Merger (WildHorse Resource Development Corp)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include obtaining the Company Recommendation in Stockholder Approval, to be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement and 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 holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, however, that unless otherwise agreed to by the parties or make one or more successive postponements or adjournments ofotherwise required by Law, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than thirty (30) days after the date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two (2) Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders Meeting.Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. 63
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Agreement and Plan of Merger (Ready Capital Corp)
Stockholders Meetings. (a) The Company, acting through the Company will useBoard, shall take all actions in accordance with applicable Law law, its Certificate of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, the Company Charter Stockholders Meeting for the purpose of considering and voting upon the Company BylawsVoting Proposal. Subject to Section 6.1(b), its reasonable to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company’s stockholders vote in favor of the Company Voting Proposal. Subject to the Company Board’s duty of disclosure, the Company shall use best efforts to convene solicit from its stockholders proxies in favor of the Company Voting Proposal and hold a meeting shall take all other action necessary or advisable to secure the vote or consent of holders the stockholders of Shares the Company required by the rules of The Nasdaq Stock Market or the DGCL to consider and vote upon obtain such approvals. Notwithstanding anything to the adoption of contrary contained in this Agreement, the Distribution Merger Agreement and Company, after consultation with the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02Parent, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the holders of Shares adopt this Agreement, Joint Proxy Statement/Prospectus is provided to the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingCompany’s stockholders or, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc), Agreement and Plan of Merger (Genaissance Pharmaceuticals Inc)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law As soon as reasonably practicable following the date of this Agreement (and subject to the Company Charter and Company Bylaws, Company’s using its reasonable best efforts to hold the Company Stockholders Meeting on the same day as the Parent Stockholders Meeting), the Company, acting through the Company Board of Directors, and in accordance with applicable Law, shall (i) duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of (A) approving an amendment (the “Charter Amendment”) to the Company’s restated certificate of incorporation providing for appraisal rights to holders of Company Shares for the Diamond Merger if the Effective Time occurs and (B) with respect to consider and vote upon the adoption of Diamond Merger, adopting this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days to be held as soon as reasonably practicable after such notice, and (ii) (A) include in the date Proxy Statement/Prospectus the S-4 Registration Statement Company Board of Directors’ determination that the terms of this Agreement are fair to and in the best interest of the stockholders of the Company, the Company Board of Directors’ determination that this Agreement is declared effective. Subject advisable, and the Company Board of Directors’ recommendation that the stockholders of the Company, with respect to the provisions Diamond Merger, vote in favor of Section 5.02the adoption of this Agreement (collectively, the Company’s “Company Board Recommendation”) and the Company Board of Directors shall include Directors’ recommendation that the stockholders of the Company Recommendation vote in favor of the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders adoption of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments Amendment and shall (B) use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding necessary approval of the date on which or transactions contemplated by this Agreement by the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business stockholders of the Company Stockholders Meetingand New Diamond, as applicable; provided, that if the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date Board of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days Directors determines in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determinedgood faith, after consultation with outside legal counsel, is reasonably likely to that any of the foregoing actions in clause (ii) would be required inconsistent with their fiduciary duties under applicable Law and for Law, the Company Board of Directors may fail to take any of such supplemental actions and/or may withdraw, modify or amended disclosure change in a manner adverse to be disseminated and reviewed by stockholders Parent all or any portion of the Company Board Recommendation. The Company shall call and hold the Company Stockholders Meeting in accordance with clause (i) of the preceding sentence regardless of any failure to make the Company Board Recommendation pursuant to clause (ii), and regardless of any change in the Company Board Recommendation; provided, however, that nothing in this sentence shall affect the Company’s right to terminate the agreement in accordance with Section 8.1. In the event that the Requisite Company Stockholder Vote is obtained, the Company, as sole stockholder of New Diamond, shall, prior to the Company Stockholders MeetingInitial Effective Time, adopt this Agreement in favor of the Emerald Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Albertsons Inc /De/), Agreement and Plan of Merger (Supervalu Inc)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include obtaining the Company Recommendation in 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 and recommend the other Transactions 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 other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 30 days after the date of 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) or (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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders Meeting.Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. 55
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Anworth Mortgage Asset Corp)
Stockholders Meetings. (a) The Company will useYankees shall take, in accordance with applicable Law and the Company Charter and Company BylawsYankees Organizational Documents, its reasonable best efforts all action necessary to call, give notice of, convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments its stockholders (the “Company Yankees Stockholders Meeting”) not more than 45 days as promptly as reasonably practicable after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, (i) if on a date preceding the date on which or the date on which the Company Yankees Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will Yankees has not receive received proxies representing a sufficient number of Yankees Shares to obtain the Company Yankees Requisite Vote, whether or not a quorum is present, or (ii) it will not Yankees shall have enough Shares represented the right to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Yankees Stockholders Meeting; provided that the Yankees Stockholders Meeting is not postponed or adjourned to a date that is more than an aggregate of 15 calendar 30 days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding date for which the first sentence of this Section 5.05(a), the Company Yankees Stockholders Meeting was originally scheduled to be held and (ii) Yankees may postpone or adjourn the Company Yankees Stockholders Meeting if Yankees has provided a written notice to allow Braves pursuant to Section 4.2(e) that it intends to make a Change in Yankees Recommendation in connection with a Superior Proposal, until a date that is five (5) Business Days after the deadline contemplated by Section 4.2(e) with respect to such notice or subsequent notices if the Acquisition Proposal is modified during such five (5) Business Day period. Subject to Section 6.2, Section 4.2(d) and Section 4.2(e), the Yankees Board shall recommend adoption of this Agreement, shall include the Yankees recommendation in the Registration Statement and shall take all reasonable additional time for lawful action to solicit such adoption of this Agreement. In the filing event that on or mailing subsequent to the date of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law this Agreement and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Yankees Stockholders MeetingMeeting (including any postponement or adjournment thereof) the Yankees Board determines to make a Change in Yankees Recommendation, which Change in Yankees Recommendation shall be made only in accordance with Section 4.2(d) and Section 4.2(e), then Braves shall have a right to terminate this Agreement in accordance with Section 6.4(a). Any Change in Yankees Recommendation shall not limit or modify the obligation of Yankees to present this Agreement for adoption at the Yankees Stockholders Meeting as promptly as reasonably practicable after the Registration Statement is declared effective, and, if this Agreement is not otherwise terminated by either Yankees or Braves in accordance with the terms hereof, this Agreement shall be submitted to the stockholders of Yankees at the Yankees Stockholders Meeting for the purpose of voting on adopting this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Intercontinentalexchange Inc), Agreement and Plan of Merger (NYSE Euronext)
Stockholders Meetings. (a) The Company will useSubject to Section 7.02(c), in accordance with applicable Law and IAC shall, as promptly as reasonably practicable after the Company Charter and Company BylawsRegistration Statement is declared effective by the SEC, its reasonable best efforts to establish a record date for, duly call, give notice of, convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments its stockholders (the “Company Stockholders IAC Stockholder Meeting”) not more than 45 days after for the date purpose of obtaining the S-4 Registration Statement is declared effectiveIAC Stockholder Approval. Subject to the provisions of Section 5.027.02(c), the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and IAC shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing cause the Company Requisite Vote, whether or not a quorum Joint Proxy Statement/Prospectus to be mailed to the holders of IAC Capital Stock and to hold the IAC Stockholder Meeting as soon as reasonably practicable after the Registration Statement is present, or declared effective by the SEC and (ii) it will not subject to Section 7.12, solicit the IAC Stockholder Approval. IAC shall, through the IAC Board of Directors, recommend to holders of IAC Capital Stock that they give the IAC Stockholder Approval and shall include such recommendation in the Joint Proxy Statement/Prospectus, except to the extent that there shall have enough Shares been an IAC Change of Recommendation as permitted by Section 7.12. Notwithstanding anything to the contrary contained in this Agreement, IAC may adjourn, recess or postpone the IAC Stockholder Meeting (i) after consultation with Match, to the extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the holders of IAC Capital Stock within a reasonable amount of time in advance of the IAC Stockholder Meeting, (ii) to the extent required by a court of competent jurisdiction in connection with any proceedings in connection with this Agreement or the transactions contemplated hereby, (iii) if as of the time for which the IAC Stockholder Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of IAC Capital Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders IAC Stockholder Meeting, (iv) for a single period not to exceed fifteen (15) Business Days, to solicit additional proxies if IAC reasonably believes it may be necessary to obtain the Company may postpone or adjournIAC Stockholder Approval, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, (v) from time to time but (notwithstanding the first sentence limitation in the foregoing clause (iv) of this Section 5.05(a7.02(a), ) to a date no later than the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 third (3rd) Business Day prior to the Company Stockholders End Date if at the time of such adjournment, recess or postponement the condition set forth in Section 8.02(d) shall not be satisfied or (vi) if Match has adjourned, recessed or postponed the Match Stockholder Meeting, until the date on which the Match Stockholder Meeting is held and completed.
Appears in 2 contracts
Samples: Transaction Agreement (Match Group, Inc.), Transaction Agreement (Match Group, Inc.)
Stockholders Meetings. (a) The Company will useDiacrin, acting through the Diacrin Board of Directors (the “Diacrin Board”), shall take all actions in accordance with applicable Law law, the Diacrin Articles and the Company Charter Diacrin Bylaws and Company Bylawsthe rules of The Nasdaq Stock Market to promptly and duly call, its reasonable best efforts to give notice of, convene and hold as promptly as practicable after the declaration of effectiveness of the Registration Statement, a special or annual meeting of holders of Shares the Diacrin stockholders (the “Diacrin Meeting”) to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments approval of the Merger (the “Company Stockholders MeetingDiacrin Voting Proposal”) not more than 45 days after the date the S-4 Registration Statement is declared effective). Subject to the provisions fiduciary duties of Section 5.02the Diacrin Board, (i) the Company’s Diacrin Board shall recommend approval and adoption of Directors shall the Diacrin Voting Proposal by the stockholders of Diacrin and include the Company Recommendation such recommendation in the Joint Proxy Statement Statement/Prospectus, and recommend at (ii) neither the Company Stockholders Meeting Diacrin Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to GenVec, the recommendation of the Diacrin Board that Diacrin’s stockholders vote in favor of the holders Diacrin Voting Proposal. Subject to the fiduciary duties of Shares adopt the Diacrin Board, Diacrin shall take all action that is both commercially reasonable and lawful to solicit from its stockholders proxies in favor of the Diacrin Voting Proposal and shall take all other action necessary or advisable to secure the vote or consent of the Diacrin stockholders required by the DGCL to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, after consultation with GenVec, Diacrin may adjourn or postpone the Distribution Merger Agreement and Diacrin Meeting to the Charter Amendments and shall use its reasonable best efforts extent necessary to obtain and solicit such adoption. Notwithstanding ensure that any required supplement or amendment to the foregoingJoint Proxy Statement/Prospectus is provided to Diacrin’s stockholders or, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Diacrin Meeting is scheduled, originally scheduled (as set forth in the Company reasonably believes that Joint Proxy Statement/Prospectus) there are insufficient shares of Diacrin Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Diacrin Meeting.
Appears in 2 contracts
Samples: Reorganization Agreement (Genvec Inc), Reorganization Agreement (Diacrin Inc /De/)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as practicable following the clearance of the Company Proxy Statement by the SEC and the Registration Statement being declared effective by the SEC. Unless there has been a meeting Company Change of holders Recommendation in accordance with Section 6.3, the Company Board shall recommend that the stockholders of Shares to consider and vote upon the adoption of this Company approve Agreement, including the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions related Plan of Section 5.02Merger, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that and the holders Company Board shall solicit from stockholders of Shares adopt the Company proxies in favor of the approval of this Agreement, including the related Plan of Merger, and the Transactions, and the Company Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any legally required supplement or amendment to the Company Proxy Statement is provided to the Company’s stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the business 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 immediately preceding 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. 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 shareholders 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 Company’s shareholders 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 may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, establish a different record date for the Company Stockholders Meeting as long as without the date 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 of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meetingpermitted hereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ranger Oil Corp), Agreement and Plan of Merger (Ranger Oil Corp)
Stockholders Meetings. (a) The Company will useshall call and hold the Company Stockholders' Meeting, in accordance with applicable Law and Parent shall call and hold the Parent Stockholders' Meeting, as promptly as practicable for the purpose of voting upon the approval of this Agreement and the approval of the Parent Proposals, as the case may be, and Parent and the Company Charter and Company Bylaws, its shall use their reasonable best efforts to convene hold the Stockholders' Meetings on the same day and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days as soon as practicable after the date on which the S-4 Registration Statement is declared becomes effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and Parent shall use its reasonable best efforts to obtain solicit from holders of Parent Common Stock proxies in favor of approval of the Parent Proposals, and solicit such adoption. Notwithstanding shall take all other action necessary or advisable to secure the foregoing, if on a date preceding vote or consent of holders of Parent Common Stock required by the date on which rules of the NYSE or the date on which DGCL to obtain approval of the Company Stockholders Meeting is scheduledParent Proposals, except to the Company extent that the Board of Directors of Parent determines in good faith after consultation with independent legal counsel (who may be Parent's regularly engaged independent legal counsel) that doing so could reasonably believes that (i) it will be deemed to cause the Board of Directors of Parent to breach its fiduciary duties to the holders of Parent Common Stock under applicable Law and, notwithstanding anything to the contrary contained in this Agreement, any such failure to solicit proxies or take other solicitation action under this sentence to secure the vote or consent of holders of Parent Common Stock shall not receive proxies representing the Company Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough Shares represented to constitute a quorum breach of this Agreement by Parent or Merger Sub. The Company shall use its reasonable best efforts to solicit from holders of Company Common Stock proxies in favor of approval of this Agreement, and shall take all other action necessary or advisable to conduct secure the business vote or consent of holders of Company Common Stock required by the rules of the NASD or the MBCL to obtain approval of this Agreement, except to the extent that the Board of Directors of the Company Stockholders Meeting, determines in good faith after consultation with independent legal counsel (who may be the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Company's regularly engaged independent legal counsel) that doing so could reasonably be deemed to cause the Company Stockholders Meeting as long as the date Board of Directors of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate to breach its fiduciary duties to the holders of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required Common Stock under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior and, notwithstanding anything to the contrary contained in this Agreement, any such failure to solicit proxies or take other solicitation action under this sentence to secure the vote or consent of holders of Company Stockholders MeetingCommon Stock shall not constitute a breach of this Agreement by the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Covance Inc)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law shall (i) as soon as reasonably practicable following the date on which the S-4 Registration Statement is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or that the Company Charter may commence mailing the Prospectus/Proxy Statement, duly call and give notice of, and commence mailing of the Prospectus/Proxy Statement to the holders of Company BylawsShares as of the record date established for, its reasonable best efforts to convene and hold a meeting of holders of the Company Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and (ii) as soon as reasonably practicable (but in any event within 35 calendar days) following the Charter Amendments commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (i) above, convene and hold the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include ; provided that the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to a later date to the extent the Company believes in good faith that such adjournment or postponement is reasonably necessary (A) to ensure that any required supplement or amendment to the Prospectus/Proxy Statement is provided to the holders of Company Shares adopt this Agreementwithin a reasonable amount of time in advance of the Company Stockholders Meeting, the Distribution Merger Agreement and the Charter Amendments and shall use its (B) to allow reasonable best efforts additional time to solicit additional proxies necessary to obtain and solicit such adoption. Notwithstanding the foregoingRequisite Company Vote (including after commencement of a Company Acquisition Proposal that is a tender offer or exchange offer), if on a date preceding the date on which or the date on which provided that the Company Stockholders Meeting cannot be postponed by more than 11 Business Days pursuant to this clause (B) in connection with any individual commencement of a Company Acquisition Proposal that is scheduleda tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the (C) to ensure that there are sufficient Company 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) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (D) otherwise where required to comply with applicable Law. Subject to Section 6.2, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Company’s board of directors shall recommend the adoption of the Agreement at the Company Stockholders Meeting as long as the date of and, unless there has been an Adverse Company Recommendation Change permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Stockholders Meeting is not postponed Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance advisable on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting its part to allow reasonable additional time for the filing or mailing of any 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 solicit such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meetingadoption.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Andeavor), Agreement and Plan of Merger (Marathon Petroleum Corp)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law law to call and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of the holders of Shares Company Common Stock and Company Series A Preferred Stock (the "Company Stockholders' Meeting") to consider consider, act upon and vote upon the adoption and approval of this Agreement, the Distribution Company Merger Agreement and the Charter Amendments (the “Series A Amendment. The Company Stockholders Meeting”) not more than 45 Stockholders' Meeting will be held within 60 days after the date the S-4 Registration Statement is declared effectiveeffective by the SEC. Subject to The Company shall ensure that the provisions of Section 5.02Company Stockholders' Meeting is called, held and conducted, and that all proxies solicited in connection with the Company’s Company Stockholders' Meeting are solicited, in compliance with applicable law. (b) The Board of Directors of the Company has unanimously recommended (and the Prospectus/ Proxy Statement shall include a statement to the effect that the Board of Directors of the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting has unanimously recommended) that the holders of Shares Company Common Stock and Company Series A Preferred vote in favor of and adopt and approve this Agreement, the Distribution Company Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which Series A Amendment at the Company Stockholders Stockholders' Meeting is scheduledand any related amendment to the Company's Certificate of Incorporation, which unanimous recommendation shall not be withdrawn, amended or modified in a manner adverse to PacifiCare. For purposes of this Agreement, it shall constitute a modification adverse to PacifiCare if such recommendation shall no longer be unanimous. (c) PacifiCare shall take all action necessary in accordance with applicable law to call or convene a meeting of the holders of PacifiCare Class A Common Stock and the PacifiCare Class B Common Stock (the "PacifiCare Stockholders' Meeting") to consider, act upon and vote upon the approval of this Agreement, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingPacifiCare Merger, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders PacifiCare Amendment and any related matters. The PacifiCare Stockholders' Meeting will be held as long as close to the date of the Company Stockholders Stockholders' meeting as is practicable. PacifiCare shall ensure that the PacifiCare Stockholder's Meeting is not postponed or adjourned more than an aggregate of 15 calendar days called, held and conducted, and that all proxies solicited in connection with any postponements or adjournments such meeting are solicited, in reliance on compliance with applicable law. (d) The Board of Directors of PacifiCare has recommended, with no dissenting votes (and the preceding sentence. In addition, notwithstanding Prospectus/Proxy Statement shall include a statement to the first sentence effect that the Board of Directors has so recommended) that the holders of PacifiCare Class A Common Stock vote in favor of this Section 5.05(a)Agreement, the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure PacifiCare Merger, and related matters and that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law holders of PacifiCare Class A Common Stock and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders PacifiCare Class B Common Stock vote in favor of the Company prior to the Company Stockholders Meeting.PacifiCare Amendment. 33
Appears in 1 contract
Samples: Amended And (Talbert Medical Management Holdings Corp)
Stockholders Meetings. (a) The Company will useYankees shall take, in accordance with applicable Law and the Company Charter and Company BylawsYankees Organizational Documents, its reasonable best efforts all action necessary to call, give notice of, convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments its stockholders (the “Company Yankees Stockholders Meeting”) not more than 45 days as promptly as reasonably practicable after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, (i) if on a date preceding the date on which or the date on which the Company Yankees Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will Yankees has not receive received proxies representing a sufficient number of Yankees Shares to obtain the Company Yankees Requisite Vote, whether or not a quorum is present, or (ii) it will not Yankees shall have enough Shares represented the right to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Yankees Stockholders Meeting; provided that the Yankees Stockholders Meeting is not postponed or adjourned to a date that is more than an aggregate of 15 calendar 30 days in connection with any postponements or adjournments in reliance on after the preceding sentence. In addition, notwithstanding date for which the first sentence of this Section 5.05(a), the Company Yankees Stockholders Meeting was originally scheduled to be held and (ii) Yankees may postpone or adjourn the Company Yankees Stockholders Meeting if Yankees has provided a written notice to allow Braves pursuant to Section 4.2(e) that it intends to make a Change in Yankees Recommendation in connection with a Superior Proposal, until a date that is five (5) Business Days after the deadline contemplated by Section 4.2(e) with respect to such notice or subsequent notices if the Acquisition Proposal is modified during such five (5) Business Day period. Subject to Section 6.2, Section 4.2(d) and Section 4.2(e), the Yankees Board shall recommend adoption of this Agreement, shall include the Yankees Recommendation in the Registration Statement and shall take all reasonable additional time for lawful action to solicit such adoption of this Agreement. In the filing event that on or mailing subsequent to the date of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be required under applicable Law this Agreement and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Yankees Stockholders MeetingMeeting (including any postponement or adjournment thereof) the Yankees Board determines to make a Change in Yankees Recommendation, which Change in Yankees Recommendation shall be made only in accordance with Section 4.2(d) and Section 4.2(e), then Braves shall have a right to terminate this Agreement in accordance with Section 6.4(a). Any Change in Yankees Recommendation shall not limit or modify the obligation of Yankees to present this Agreement for adoption at the Yankees Stockholders Meeting as promptly as reasonably practicable after the Registration Statement is declared effective, and, if this Agreement is not otherwise terminated by either Yankees or Braves in accordance with the terms hereof, this Agreement shall be submitted to the stockholders of Yankees at the Yankees Stockholders Meeting for the purpose of voting on adopting this Agreement.
Appears in 1 contract
Stockholders Meetings. (a) The Subject in each case to applicable laws, rules and regulations: (i) Company will use, take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Law and Nasdaq Stock Market rules to cause the Company Charter and Company Bylaws, its reasonable best efforts Stockholders Meeting to convene and hold a meeting be held for the purpose of holders of Shares to consider and vote voting upon the adoption of this Agreement, and to cause a vote of the Distribution Merger Company's stockholders on the adoption of this Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days to be taken, in each case as promptly as practicable after the date the S-4 Registration Statement is declared effective. Subject hereof, and (ii) subject further to the provisions of Section 5.026.01(b), Parent will take --------------- all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Nasdaq Stock Market rules to cause the Parent Stockholders Meeting to be held for the purpose of voting upon the Parent Voting Proposal, and to cause a vote of Parent's stockholders on the Parent Voting Proposal to be taken, in each case as promptly as practicable after the date hereof. Unless otherwise mutually agreed by Parent and Company’s , Parent and Company shall coordinate and cooperate with respect to the timing of such meetings and shall use their commercially reasonable efforts to hold such meetings at the same time and on the same day and as promptly as practicable after the date hereof. Parent and, subject to Company's right's under Section 8.01(h), Company shall solicit from their respective --------------- stockholders proxies in favor of the adoption of this Agreement (in the case of Company stockholders) and approval of the Parent Voting Proposal (in the case of Parent stockholders), and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required under NASD rules and the DGCL, as applicable; provided, however, that neither Company nor Parent shall -------- ------- be required to take any action that its respective Board of Directors shall include determines in good faith after consultation with outside legal counsel would be inconsistent with its fiduciary duties to its stockholders under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Recommendation Stockholders Meeting, and Parent may adjourn or postpone the Parent Stockholders Meeting, to the extent that (x) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to such party's stockholders in advance of the applicable vote or (y) additional time is reasonably required to solicit proxies in favor of the approvals required by Section 7.01(a) or (z) as of the time for --------------- which such stockholders meeting is originally scheduled (as set forth in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which Statement/Prospectus) there are insufficient shares represented (either in person or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (iby proxy) 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 to constitute a quorum necessary to conduct the business of the such stockholders meeting. Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of shall ensure that the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for are solicited, and Parent shall ensure that Parent Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the filing or mailing of any supplemental or amended disclosure that Parent Stockholders Meeting are solicited, in compliance with the Company has determinedDGCL, after consultation with outside applicable charter documents, Nasdaq Stock Market rules and all other applicable 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 prior to the Company Stockholders Meetingrequirements.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Wadhwani Romesh)
Stockholders Meetings. (a) The Company will use, in accordance with take all action reasonably necessary to convene a meeting of the holders of Common Shares at which the holders of Common Shares shall consider approval of the plan of merger contained herein (the "COMPANY SHAREHOLDER MEETING") as promptly as reasonably practicable (subject to applicable Law and to Section 6.5(b)) after the Form F-4 has been declared effective by the SEC. Parent will take all action reasonably necessary to convene an extraordinary general meeting of Parent's shareholders at which resolutions will be proposed to approve the Merger and the other matters specified in the next succeeding sentence (the "PARENT SHAREHOLDER MEETING") as promptly as practicable (but subject to applicable Law and Section 6.5(b)) after the Parent Circular is approved by the UKLA and the Form F-4 has been declared effective by the SEC. Parent shall propose at the Parent Shareholder Meeting resolutions to, inter alia (i) approve the Merger and the other transactions contemplated hereby, (ii) appoint the New Directors nominated for election at the Parent Shareholder Meeting, (iii) authorize the issue of Parent Ordinary Shares and allotment of relevant securities, (iv) approve the continued operation of the Company Charter Stock Plans subject to such appropriate amendments to the rules thereof as are required to comply with English Law, the UKLA Listing Rules and related codes, or as set forth in Section 6.18(d) of the Parent Disclosure Letter, or the establishment by Parent of any new share schemes which are substantially similar to the Company BylawsStock Plans as at the date hereof in which it is intended all or some of the Company's employees will participate, its reasonable best efforts (v) increase the maximum number of Parent directors, and (vi) amend the articles of association of Parent to convene provide for the delivery of notice of board meetings of Parent to directors outside the U.K., to provide for the payment of dividends in both U.K. pounds and hold U.S. dollars, to provide, to the extent practicable, for the holders of Parent Depositary Shares substantially the same rights as holders of Parent Ordinary Shares, including with respect to the rights to requisition resolutions, receive notice of, attend, speak and vote at, call for a meeting poll at, require notice of resolutions to be proposed at, examine documents made available to shareholders at, be counted individually as present or voting with respect, to the extent practicable, to resolutions adopted at, and to requisition, general meetings of holders of Shares Parent Ordinary Shares, including by providing for the appointment of multiple proxies and sub-proxies by certain types of shareholders, and to consider and vote upon permit the adoption appointment of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business substitutes instead of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meetingproxies.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American General Corp /Tx/)
Stockholders Meetings. (a) The Company, acting through its Board of Directors (or a committee thereof), shall as promptly as practicable following the date that the Registration Statement becomes effective take all action required under the DGCL, the Company will useCertificate of Incorporation, in accordance with applicable Law the Company Bylaws and the Company Charter applicable requirements of the New York Stock Exchange necessary to promptly and Company Bylawsduly call, its reasonable best efforts to give notice of, convene and hold as promptly as practicable a meeting of holders its stockholders for the purpose of Shares to consider and vote upon obtaining the adoption of Company Requisite Vote in connection with this AgreementAgreement (including any adjournment or postponement thereof, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”); provided that the Company may not postpone or adjourn such meeting except (i) not more than 45 days the Company may postpone or adjourn such meeting if, after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02consultation with Parent, the Company’s Board of Directors shall include of the Company Recommendation in good faith determines, after consultation with its outside legal counsel, that the Joint Proxy Statement and recommend at failure to adjourn or postpone the meeting would be inconsistent with its fiduciary duties under applicable Law (and, in such case, only postpone or adjourn the Company Stockholders Meeting that to the holders of Shares adopt this Agreementextent reasonably necessary to mitigate such potential inconsistency) and (ii) the Company may (or, if Parent so requests, the Distribution Merger Agreement and Company shall) postpone or adjourn such meeting for up to 30 calendar days if, as of the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, originally scheduled (as set forth in the Joint Proxy Statement) there are (A) insufficient Company 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) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (B) insufficient Company Shares represented (either in person or by proxy) and voting to obtain the Company Requisite Vote, whether or not a quorum is present. Subject to any postponement or adjournment in accordance with the foregoing sentence, the Company shall use its reasonable best efforts to cause the Company Stockholders Meeting to occur as soon as reasonably practicable (after taking into account any requirements of applicable Law) and on the same date as the Parent Stockholders Meeting. In the event that the Company postpones or adjourns the Company Stockholders Meeting, Parent may postpone or adjournadjourn the Parent Stockholders Meeting such that the Company Stockholders Meeting and the Parent Stockholders Meeting are scheduled on the same date. Notwithstanding anything to the contrary herein, or make unless this Agreement has been terminated in accordance with its terms, the Company Stockholders Meeting shall be convened and this Agreement shall be submitted to the Company’s stockholders at the Company Stockholders Meeting, and nothing contained herein shall be deemed to affect such obligation. The Company agrees (i) to provide Parent and its Representatives with reasonably detailed periodic updates concerning proxy solicitation results and (ii) upon Parent’s request, to give written notice (which may be given via e-mail) to Parent one or more successive postponements or adjournments day prior to, and on the date of, the Company Stockholders Meeting Meeting, indicating whether, as long as the date of such date, sufficient proxies representing the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders MeetingRequisite Vote have been obtained.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider and vote upon be held as promptly as reasonably practicable following the adoption effectiveness of this Agreementthe Registration Statement under the Securities Act. Except as permitted by Section 6.3, the Distribution Company shall, through the Company Board, recommend to the Company Stockholders that they vote in favor of the approval of the Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend other Transactions 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 other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Class B Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may adjourn or postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting if, as long as of the date of time for which the Company Stockholders Meeting is not postponed scheduled, there are insufficient shares of Company Class B Common Stock represented (either in person or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on by proxy) to obtain the preceding sentenceCompany Stockholder Approval. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(c)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Competing Proposal, or by any Company Change of Recommendation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terra Property Trust, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the its Company Charter and Company BylawsOrganizational Documents to duly give notice of, its reasonable best efforts to convene and hold a meeting of holders the Company Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act and no later than the fiftieth (50th) day following the first mailing of Shares the Joint Proxy Statement, to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders Stockholders’ Meeting”) not more than 45 days after ). The Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date (and commence a broker search pursuant to Rule 14a-13 promulgated under the S-4 Registration Statement is declared effectiveExchange Act in connection therewith) for the Company Stockholders’ Meeting. Subject to Section 5.4(b) and (c), the provisions Company will, through the Company Board, recommend that the Company Stockholders adopt this Agreement and will use commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of Section 5.02the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the Company Organizational Documents, the rules of the NYSE or applicable Laws; provided, that the Company’s Board obligations pursuant to the foregoing sentence shall automatically terminate and be of Directors shall include no further effect upon any Company Adverse Recommendation Change; provided, further, that the Company’s obligation to hold the Company Stockholders’ Meeting shall not be affected by the making of any Company Adverse Recommendation in Change unless this Agreement is validly terminated. Once the Company Stockholders’ Meeting has been scheduled by the Company, the Company shall not adjourn, postpone, reschedule, or recess the Company Stockholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), provided, that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn or postpone the Company Stockholders’ Meeting (A) to the extent necessary, based on good faith consultation with outside legal counsel, to ensure that any legally required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company Stockholders Meeting that or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Stockholders’ Meeting is scheduled, the Company reasonably believes determines in good faith, after consultation with Parent, that there are insufficient shares of Company Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders’ Meeting or there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the business Company Stockholder Approval; provided, however, that the Company Stockholders’ Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Termination Date; provided, further, that the Company Stockholders’ Meeting shall not be postponed or adjourned as a result of clause (B) above for a period of more than ten (10) Business Days in the aggregate without the prior written consent of Parent. The Company shall provide updates to Parent with respect to the proxy solicitation for the Company Stockholders’ Meeting (including interim results) as reasonably requested by Xxxxxx. Without the prior written consent of Parent or as required by applicable Law, (A) 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 Stockholders Meeting, in connection with the Merger and matters of procedure) that the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, shall propose to be acted on by the Company Stockholders Meeting as long as the date of at the Company Stockholders Stockholders’ Meeting is and the Company shall not postponed or adjourned more than an aggregate of 15 calendar days submit any other proposal to such stockholders in connection with the Company Stockholders’ Meeting or otherwise (including any postponements or adjournments in reliance on proposal inconsistent with the preceding sentence. In addition, notwithstanding the first sentence adoption of this Section 5.05(a), Agreement or the consummation of the transactions contemplated by this Agreement) and (B) the Company may postpone or adjourn shall not call any meeting of the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 the Company Stockholders’ Meeting prior to the Company Stockholders Stockholders’ Meeting, provided that the Company may call its annual stockholders’ meeting prior to the Company Stockholders’ Meeting if (x) the Registration Statement has not been declared effective by the date that is fifty (50) days prior to the one year anniversary of the Company’s annual stockholders’ meeting for 2023, (y) the proposals presented at such annual stockholders’ meeting are the same as those customarily presented by the Company at its annual stockholders’ meetings, and (z) the Company does not present any proposal at such annual stockholders’ meeting that would violate the terms of this Agreement or would reasonably be expected to materially delay, materially impede or prevent the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law shall (i) as soon as reasonably practicable following the date on which the S-4 Registration Statement is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or that the Company Charter may commence mailing the Prospectus/Proxy Statement, duly call and give notice of, and commence mailing of the Prospectus/Proxy Statement to the holders of Company BylawsShares as of the record date established for, its reasonable best efforts to convene and hold a meeting of holders of the Company Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and (ii) as soon as reasonably practicable (but in any event within 35 days) following the Charter Amendments commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (i) above, convene and hold the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include ; provided that the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to a later date to the extent the Company believes in good faith that such adjournment or postponement is reasonably necessary (A) to ensure that any required supplement or amendment to the Prospectus/Proxy Statement is provided to the holders of Company Shares adopt this Agreementwithin a reasonable amount of time in advance of the Company Stockholders Meeting, the Distribution Merger Agreement and the Charter Amendments and shall use its (B) to allow reasonable best efforts additional time to solicit additional proxies necessary to obtain and solicit such adoption. Notwithstanding the foregoingRequisite Company Vote (including after commencement of a Company Acquisition Proposal that is a tender offer or exchange offer), if on a date preceding the date on which or the date on which provided that the Company Stockholders Meeting cannot be postponed by more than 20 business days pursuant to this clause (B) in connection with any individual commencement of a Company Acquisition Proposal that is scheduleda tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the (C) to ensure that there are sufficient Company 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) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (D) otherwise where required to comply with applicable Law. Subject to Section 6.2, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Company’s board of directors shall recommend the adoption of the Agreement at the Company Stockholders Meeting as long as the date of and, unless there has been an Adverse Company Recommendation Change permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Stockholders Meeting is not postponed Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance advisable on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting its part to allow reasonable additional time for the filing or mailing of any 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 solicit such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meetingadoption.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Western Refining, Inc.)
Stockholders Meetings. (a) The Subject to applicable law, each of the Company will useand Parent, through its respective Board of Directors, shall, in accordance with applicable Law law and subject to the fiduciary duties of their respective Board of Directors under applicable law as determined by such directors in good faith after consultation with and based upon the advice of outside counsel: (a) jointly prepare a joint proxy statement/prospectus (the "Proxy Statement/Prospectus") for use in connection with obtaining the requisite stockholder approvals and the Company Charter and Company Bylawsissuance of the Parent Securities pursuant to the Merger; (b) duly call, its reasonable best efforts to give notice of, convene and hold a special meeting (the "Special Meeting") of holders its respective stockholders as soon as practicable for the purpose (in the case of Shares to consider and vote upon the adoption Company) of this Agreementapproving as required by New York Law, the Distribution Merger Merger, this Agreement and the Charter Amendments transactions contemplated hereby (the “"Company Stockholders Meeting”Shareholder Approval") not more than 45 days or (in the case of Parent) of approving as required by the Nevada Business Corporation Law the Merger, this Agreement (including the transactions contemplated hereby), the Certificate of Amendment to the Certificate of Incorporation and the authorization and issuance of Parent Company Stock in connection with the Merger (the "Parent Stockholder Approval" and together with the Company Shareholder Approval, the "Stockholder Approvals"); and (c) include in the Proxy Statement/Prospectus for use in connection with the Special Meeting of each of the Company and Parent the recommendation of their respective Board of Directors that stockholders vote in favor of the Company Stockholder Approval or the Parent Stockholder Approval, as the case may be. The Company and Parent will use commercially reasonable efforts to cause the Special Meeting to occur as soon as practicable after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meetinghereof.
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Surge Components Inc)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law shall (i) as soon as reasonably practicable following the date on which the S-4 Registration Statement is declared effective under the Securities Act and the SEC staff advises that it has no further comments on the Prospectus/Proxy Statement or that the Company Charter may commence mailing the Prospectus/Proxy Statement, duly call and give notice of, and commence mailing of the Prospectus/Proxy Statement to the holders of Company BylawsShares as of the record date established for, its reasonable best efforts to convene and hold a meeting of holders of the Company Shares (the “Company Stockholders Meeting”) to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and (ii) as soon as reasonably practicable (but in any event within 35 days) following the Charter Amendments commencement of the mailing of the Prospectus/Proxy Statement pursuant to clause (i) above, convene and hold the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include ; provided that the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to a later date to the extent the Company believes in good faith that such adjournment or postponement is reasonably necessary (A) to ensure that any required supplement or amendment to the Prospectus/Proxy Statement is provided to the holders of Company Shares adopt this Agreementwithin a reasonable amount of time in advance of the Company Stockholders Meeting, the Distribution Merger Agreement and the Charter Amendments and shall use its (B) to allow reasonable best efforts additional time to solicit additional proxies necessary to obtain and solicit such adoption. Notwithstanding the foregoingRequisite Company Vote (including after commencement of a Company Acquisition Proposal that is a tender offer or exchange offer), if on a date preceding the date on which or the date on which provided that the Company Stockholders Meeting cannot be postponed by more than 20 business days pursuant to this clause (B) in connection with any individual commencement of a Company Acquisition Proposal that is scheduleda tender offer or exchange offer pursuant to Rule 14d-2 under the Exchange Act, the (C) to ensure that there are sufficient Company 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) and voting to constitute a quorum necessary to conduct the business of the Company Stockholders MeetingMeeting or (D) otherwise where required to comply with applicable Law. Subject to Section 6.2, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Company’s board of directors shall recommend the adoption of the Agreement at the Company Stockholders Meeting as long as the date of and, unless there has been an Adverse Company Recommendation Change permitted by and in accordance with Section 6.2(d) or Section 6.2(h), shall include the Company Stockholders Meeting is not postponed Recommendation in the Prospectus/Proxy Statement and take all lawful action necessary, proper or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance advisable on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting its part to allow reasonable additional time for the filing or mailing of any 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 solicit such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior to the Company Stockholders Meetingadoption.
Appears in 1 contract
Stockholders Meetings. (a) The Company, acting through the Company will useBoard, shall take all actions in accordance with applicable Law law, its Certificate of Incorporation and By-laws and the rules of The Nasdaq Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, and in any event within 45 days after the declaration of effectiveness of the Registration Statement, the Company Charter Stockholders Meeting for the purpose of considering and voting upon the Company BylawsVoting Proposal. Subject to Section 6.1(b), its reasonable to the fullest extent permitted by applicable law, (i) the Company Board shall recommend approval and adoption of the Company Voting Proposal by the stockholders of the Company and include such recommendation in the Joint Proxy Statement/Prospectus, and (ii) neither the Company Board nor any committee thereof shall withdraw or modify, or propose or resolve to withdraw or modify in a manner adverse to the Parent, the recommendation of the Company Board that the Company's stockholders vote in favor of the Company Voting Proposal. Subject to the Company Board's duty of disclosure, the Company shall use best efforts to convene solicit from its stockholders proxies in favor of the Company Voting Proposal and hold a meeting shall take all other action necessary or advisable to secure the vote or consent of holders the stockholders of Shares the Company required by the rules of The Nasdaq Stock Market or the DGCL to consider and vote upon obtain such approvals. Notwithstanding anything to the adoption of contrary contained in this Agreement, the Distribution Merger Agreement and Company, after consultation with the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02Parent, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at may adjourn or postpone the Company Stockholders Meeting to the extent necessary to ensure that any required supplement or amendment to the holders of Shares adopt this Agreement, Joint Proxy Statement/Prospectus is provided to the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoingCompany's stockholders or, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 1 contract
Stockholders Meetings. (a) The Company will useshall take all action necessary in accordance with applicable Laws and the Organizational Documents of the Company to duly give notice of, convene and hold (in person or virtually, in accordance with applicable Law Law) the Company Stockholders Meeting, to be held as promptly as practicable following the clearance of the Joint Proxy Statement/Prospectus by the SEC and the Company Charter Registration Statement is declared effective by the SEC (and Company Bylaws, its in any event will use reasonable best efforts to convene such meeting within forty-five (45) days thereof and hold no later than five (5) Business Days prior to the Outside Date). Except where a meeting Company Change of holders Recommendation has been made in compliance with Section 6.3, the Company Board shall recommend that the stockholders of Shares to consider the Company approve and vote upon adopt this Agreement at the Company Stockholders Meeting and the Joint Proxy Statement/Prospectus shall include the Company Board Recommendation. The Company shall solicit from stockholders of the Company proxies in favor of the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain the Company Stockholder Approval and solicit such adoptionsubmit 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 foregoingcontrary contained in this Agreement, if on a date preceding the date on which Company (i) shall be required to adjourn or postpone the date on Company Stockholders Meeting (A) to the extent necessary to ensure that any legally required supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Company’s stockholders or (B) if, as of the time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders MeetingMeeting with the written consent of Parent if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that (x) unless otherwise agreed to by the Parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than ten (10) Business Days after the date of for which the meeting was previously scheduled except as may be required by applicable Law; (y) the Company Stockholders Meeting is shall not be adjourned or postponed to a date on or adjourned more than an aggregate after five (5) Business Days prior to the Outside Date; and (z) no such adjournment or postponement may have the effect of 15 calendar days in connection with any postponements or adjournments in reliance on changing the preceding sentence. In addition, notwithstanding record date for determining the first sentence stockholders of this Section 5.05(a), the Company may postpone entitled to notice of or adjourn to vote at the Company Stockholders Meeting to allow reasonable additional time for without the filing written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or mailing of any supplemental or amended disclosure that delayed). 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 determinedbeen a Company Change of Recommendation made in accordance with Section 6.3, after 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. The Company, in consultation with outside legal counselParent, is reasonably likely to be required under applicable Law and shall fix a record date for such supplemental or amended disclosure to be disseminated and reviewed by determining the stockholders of the Company entitled to notice of, and to vote at, the Company Stockholders Meeting and 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). 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 Integrated Mergers 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 1 contract
Samples: Agreement and Plan of Merger (Southwestern Energy Co)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC (and in any event no later than 45 days thereafter). Except as otherwise expressly permitted by Section 6.4, the Company shall (i) through the Company Board, recommend, including through a recommendation in the Joint Proxy Statement that the stockholders of the Company vote upon in favor of the adoption of this Agreement at the Company Stockholders Meeting, if necessary, and (ii) solicit from stockholders of the Company proxies in favor of the adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments (the “Company Stockholders Meeting”Meeting (A) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company’s stockholders within a reasonable amount of time in advance of the Company Stockholders Meeting that or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may, and at Parent’s request shall, adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 20 Business Days after the date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceOutside Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing second Business Day after the expiration of the periods contemplated by Section 6.4(e)(iii)(D). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.7 shall not be limited or mailing otherwise affected by the making, commencement, disclosure, announcement or submission of any supplemental Company Superior Proposal or amended disclosure that Alternative Proposal, or by any Company Change in Recommendation. If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingStockholder Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sandridge Energy Inc)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include obtaining the Company Recommendation in 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 and recommend the other Transactions 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 other Transactions, and the Joint Proxy Statement shall include a statement to the effect that the holders of Shares adopt Company Board has resolved to make the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement is provided to the Company Stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) it will not receive proxies representing the Company Requisite Vote, whether or not to establish a quorum is present, or at such Company Stockholders Meeting and (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 30 days after the date of 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) or (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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii)(B). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company's transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII, the Company's obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation.
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
Stockholders Meetings. (a) The Each of the Company will useand Parent shall, as promptly as practicable after the Registration Statement is declared effective under the Securities Act, take all action necessary in accordance with applicable Applicable Law and the Company Charter Documents, in the case of the Company, and the Parent Charter Documents, in the case of Parent, to duly give notice of, convene and hold the Company BylawsStockholders’ Meeting, its in the case of the Company, and the Parent Stockholders’ Meeting, in the case of Parent. Subject to Section 5.2(d), each of the Company and Parent will use reasonable best efforts to convene and hold a meeting solicit from its stockholders proxies in favor of, in the case of holders of Shares to consider and vote upon the Company, the adoption of this Agreement, and in the Distribution Merger Agreement case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendment, and will take all other action necessary or advisable to secure the Charter Amendments (vote or consent of its stockholders required by the “Company Stockholders Meeting”) not more than 45 days after rules of the date the S-4 Registration Statement is declared effectiveNasdaq Stock Market or Applicable Law to obtain such approvals. Subject Notwithstanding anything to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation contrary contained in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement Company or Parent may adjourn or postpone the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to its stockholders in advance of a vote on, in the case of the Company, the adoption of this Agreement, and in the case of Parent, the approval of the Parent Stock Issuance and Parent Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding Amendment, or, if, as of the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, is originally scheduled, there are insufficient shares of Company Common Stock or Parent Common Stock, as the Company reasonably believes that case may be, represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of such meeting. Each of the Company and Parent shall ensure that the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting, respectively, is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Stockholders’ Meeting or Parent Stockholders’ Meeting, as the case may be, are solicited in compliance with Applicable Law, the rules of the Nasdaq Stock Market and, in the case of the Company, the Company Charter Documents, and, in the case of Parent, the Parent Charter Documents. Without the prior written consent of Parent, adoption of this Agreement is the only matter (other than procedural matters) which the Company shall propose to be acted on by the Company Stockholders at the Company Stockholders’ Meeting. Without the prior written consent of the Company, approval of the Parent Stock Issuance, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Parent Charter Amendment and any proposals set forth in Schedule 5.3(b) of the Company Parent Disclosure Letter are the only matters (other than procedural matters) which Parent shall propose to be acted on by Parent Stockholders Meeting as long as at the date Parent Stockholders’ Meeting. Notwithstanding any Change of Recommendation by the Board of Directors of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In additionParent, notwithstanding the first sentence (i) adoption of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to Agreement shall be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior submitted to the Company Stockholders at the Company Stockholders’ Meeting and (ii) approval of the Parent Stock Issuance and Parent Charter Amendment shall be submitted to the Parent Stockholders at the Parent Stockholders’ Meeting, and nothing contained herein shall be deemed to relieve the Company or Parent of such obligations.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider 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 Board shall recommend that the Company Stockholders vote in favor of the adoption of this Agreement at the Company Stockholders Meeting and vote upon the Company Board shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at 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 holders Joint Proxy Statement is provided to the Company Stockholders or (B) if, as of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 30 days after the date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII hereof, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. 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. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from seeking approval from the Company Stockholders of the termination of the Management Agreement.
Appears in 1 contract
Stockholders Meetings. (a) The Company will useshall establish a record date for, in accordance with applicable Law and the Company Charter and Company Bylawsduly call, its reasonable best efforts to give notice of, convene and hold the Company Stockholders’ Meeting, and Parent shall establish a meeting record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting, as promptly as practicable after the date hereof for the purpose of holders of Shares to consider and vote voting upon the adoption approval of this Agreement and the Merger or Parent Share Increase and the Share Issuance, as the case may be, pursuant to the Joint Proxy Statement, and Company and Parent shall use all reasonable efforts to hold the Company Stockholders’ Meeting and the Parent Stockholders’ Meeting on the same date and as soon as practicable after the date on which the Registration Statement becomes effective. Company shall, through its board of directors, recommend to its stockholders that they adopt and approve this Agreement and the Merger, and shall include such recommendation in the Joint Proxy Statement, in each case subject to its rights under Section 6.05, Section 7.01 and Section 7.02. Parent shall, through its board of directors, recommend to its stockholders that they adopt and approve the issuance of shares of Parent Common Stock, and shall include such recommendation in the Joint Proxy Statement. Except as otherwise contemplated by this Agreement, Company shall use all reasonable efforts to solicit from its stockholders proxies in favor of the Distribution Merger approval of this Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject Merger pursuant to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at shall take all other action necessary or advisable to secure the Company Stockholders Meeting that vote or consent of stockholders required by Delaware Law or applicable stock exchange requirements to obtain such approval. Except as otherwise contemplated by this Agreement Parent shall use all reasonable efforts to solicit from its stockholders proxies in favor of the holders of Shares adopt this Agreement, the Distribution Merger Agreement Parent Stock Increase and the Charter Amendments Share Issuance pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of stockholders required by the Delaware Law, NNM or applicable stock exchange requirements to obtain such approval. Each of the parties hereto shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding take all other action necessary or, in the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business opinion of the Company Stockholders Meetingother parties hereto, the Company may postpone advisable to promptly and expeditiously secure any vote or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date consent of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, after consultation with outside legal counsel, is reasonably likely to be stockholders required under by applicable Law and for such supplemental party’s certificate or amended disclosure certificate of incorporation and bylaws to be disseminated and reviewed by stockholders of effect the Company prior to Merger or the Company Stockholders MeetingShare Issuance, as the case may be.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Epoch Biosciences Inc)
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments Amendment (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments Amendment and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Confidential Treatment Requested by New Fox, Inc. Pursuant to 17 C.F.R. Section 200.83 Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.
Appears in 1 contract
Samples: Amended and Restated Agreement and Plan of Merger (New Fox, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC and the Registration Statement is declared effective by the SEC (and in any event will use reasonable best efforts to convene such meeting within 45 days thereof). Except as permitted by Section 6.3, the Company Board shall recommend that the stockholders of the Company vote upon 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, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Joint Proxy Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation 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 and recommend at is provided to the Company Stockholders Meeting that Company’s stockholders or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the business 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 ten (10) 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, with Parent’s consent, 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. If requested by Parent, the Company shall promptly provide 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 may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, 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 long as required by applicable Law, (i) the date 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) that the Company shall propose to be acted on by the stockholders of the Company at the Company Stockholders Meeting is and the Company shall not postponed or adjourned more than an aggregate of 15 calendar days submit any other proposal to such stockholders in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for or otherwise (including any proposal inconsistent with the filing adoption of this Agreement or mailing the consummation of any supplemental or amended disclosure that the Transactions) and (ii) 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 shall not call any meeting of the stockholders of the Company prior to other than the Company Stockholders Meeting.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, in accordance with applicable Law and the Company Charter and Company Bylaws, its reasonable best efforts to convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.025.6, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or as soon as practicable after the date on which the Proxy Statement is cleared by the SEC, the Company shall (i) mail the Proxy Statement to its stockholders and (ii) set a date for a meeting of its stockholders for the purpose of voting upon the approval of this Agreement (the "Company Stockholders Meeting"), which date will be no later than forty-five days from the date on which the Proxy Statement is cleared by the SEC. Unless required by applicable law or by a court of competent jurisdiction, without the consent of Parent, the Company shall not (i) postpone or reschedule the date of the Company Stockholders Meeting is scheduled, once it has been fixed by the Company reasonably believes that (i) it will not receive proxies representing Board of Directors as set forth in the Company Requisite Vote, whether or not a quorum is present, preceding sentence or (ii) it will not have enough Shares represented adjourn the Company Stockholders Meeting without taking a vote with respect to constitute the Merger. In the event that following the taking of a quorum necessary vote with respect to conduct the business approval of this Agreement at the Company Stockholders Meeting, additional time is required to count the proxies and ballots submitted at the Company Stockholders Meeting, the Company Stockholders Meeting may postpone be adjourned solely for the purpose of counting proxies and ballots submitted at the Company Stockholders Meeting and announcing the final results of the voting on the Merger Agreement. In the event the Company postpones, reschedules or adjournadjourns the Company Stockholders Meeting in a manner permitted by the preceding sentences, the Company shall convene or make one or more successive postponements or adjournments ofreconvene, as the case may be, the Company Stockholders Meeting as long soon as practicable thereafter. As used in this Agreement, the term "Meeting Date Deadline" shall mean the date of the Company Stockholders Meeting is not postponed as convened or adjourned more than an aggregate of 15 calendar days reconvened in connection accordance with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence provisions of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting5.4.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider 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 Board shall recommend that the Company Stockholders vote in favor of the adoption of this Agreement at the Company Stockholders Meeting and vote upon the Company Board shall solicit from the Company Stockholders proxies in favor of the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at 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 holders Joint Proxy Statement is provided to the Company Stockholders or (B) if, as of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 30 days after the date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceEnd Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing or mailing second Business Day after the expiration of any supplemental or amended disclosure that of the periods contemplated by Section 6.3(d)(iii). If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingMeeting that have been prepared by the Company or the Company's transfer agent, proxy solicitor or other Representative. Unless this Agreement has been terminated in accordance with Article VIII hereof, the Company's obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.6(a) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Superior Proposal or Company Competing Proposal, or by any Company Change of Recommendation. 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. Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall prohibit the Company from seeking approval from the Company Stockholders of the termination of the Management Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Owens Realty Mortgage, Inc.)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold a meeting of holders its stockholders for the purpose of Shares obtaining the Company Stockholder Approval, to consider be held as promptly as reasonably practicable following the clearance of the Joint Proxy Statement by the SEC (and in any event no later than 45 days thereafter). Except as otherwise expressly permitted by Section 6.4, the Company shall (i) through the Company Board, recommend, including through a recommendation in the Joint Proxy Statement that the stockholders of the Company vote upon in favor of the adoption of this Agreement at the Company Stockholders Meeting, if necessary, and (ii) solicit from stockholders of the Company proxies in favor of the adoption of this Agreement. Notwithstanding anything to the contrary contained in this Agreement (except for the sentence immediately following this sentence), the Distribution Merger Agreement and Company (i) 71 shall be required to adjourn or postpone the Charter Amendments (the “Company Stockholders Meeting”Meeting (A) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in extent necessary to ensure that any required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company’s stockholders within a reasonable amount of time in advance of the Company Stockholders Meeting that or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct the business of at such Company Stockholders Meeting and (ii) may, and at Parent’s request shall, adjourn or postpone the Company Stockholders MeetingMeeting if, as of the time for which the Company may postpone Stockholders Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or adjournby proxy) to obtain the Company Stockholder Approval; provided, or make one or more successive postponements or adjournments ofhowever, that unless otherwise agreed to by the Parties, the Company Stockholders Meeting as long as shall not be adjourned or postponed to a date that is more than 20 Business Days after the date of 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 is shall not be adjourned or postponed to a date on or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on after two Business Days prior to the preceding sentenceOutside Date. In addition, notwithstanding Notwithstanding the first sentence of this Section 5.05(a)foregoing, the Company may adjourn or postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for a date no later than the filing second Business Day after the expiration of the periods contemplated by Section 6.4(e)(iii)(D). Unless this Agreement has been terminated in accordance with its terms, the Company’s obligations to call, give notice of, convene and hold the Company Stockholders Meeting in accordance with this Section 6.7 shall not be limited or mailing otherwise affected by the making, commencement, disclosure, announcement or submission of any supplemental Company Superior Proposal or amended disclosure that Alternative Proposal, or by any Company Change in Recommendation. If requested by Parent, the Company has determined, after consultation with outside legal counsel, is reasonably likely shall promptly provide to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by stockholders of the Company prior Parent all voting tabulation reports relating to the Company Stockholders MeetingStockholder Meeting that have been prepared by the Company or the Company’s transfer agent, proxy solicitor or other Representatives.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Bonanza Creek Energy, Inc.)
Stockholders Meetings. (a) The Company will useshall take all actions necessary, required or advisable, including actions in accordance with applicable Law and the Company Charter and Company BylawsOrganizational Documents, its reasonable best efforts to call, duly give notice of, convene and hold a meeting of holders of Shares the Company Stockholders as promptly as practicable (and, in any event, not later than 30 Business Days) after (x) the Registration Statement is declared effective under the Securities Act and (y) to consider and vote upon the adoption of this Agreementextent required by applicable Law, the Distribution Merger Agreement Australian Prospectus is lodged with ASIC and the Charter Amendments exposure period prescribed by section 727(3) of the Corporations Act has elapsed, to (i) obtain the Company Stockholder Approval (the “Company Stockholders Stockholders’ Meeting”) not more than 45 days after and (ii) if so desired and mutually agreed by the date Company and Parent, the S-4 approval of other matters of the type customarily brought before a special meeting of stockholders to adopt a merger agreement or otherwise approve the Contemplated Transactions. The Company shall, prior to the Registration Statement is being declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at set a record date for determining the Company Stockholders entitled to attend the Company Stockholders’ Meeting. The Company agrees to provide Parent with reasonably detailed periodic updates concerning proxy solicitation results on a timely basis. The Company shall not postpone or adjourn the Company Stockholders’ Meeting that except to the holders extent required by Law or in accordance with the remaining provisions of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoptionSection 5.03(a). Notwithstanding anything in this Agreement to the foregoingcontrary, if on a date preceding the date on which or the date on which (A) the Company Stockholders Meeting is scheduled, the Company reasonably believes that (i) it will has not receive received proxies representing the Company Requisite VoteStockholder Approval, whether or not a quorum is present, or (iiB) it will not have enough there are insufficient Company Shares represented (either in person or by proxy) and voting to adopt the Merger Agreement and approve the Merger and the other Contemplated Transactions to constitute a quorum necessary to conduct the business of the Company Stockholders Stockholders’ Meeting, or (C) it is necessary to ensure that any supplement or amendment to the Proxy Statement or Registration Statement is delivered to the Company Stockholders, the Company may postpone or adjournmay, after reasonable consultation with Parent, or make one or more successive postponements or adjournments ofif Parent so requests shall, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure Stockholders’ Meeting; provided, that the Company has determined, after consultation Stockholders’ Meeting shall not be postponed or adjourned by more than fifteen (15) Business Days in connection with outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental any single postponement or amended disclosure to be disseminated and reviewed by stockholders of adjournment or more than forty (40) Business Days in the Company prior to the Company Stockholders Meetingaggregate.
Appears in 1 contract
Stockholders Meetings. (a) The Subject in each case to applicable laws, rules and regulations: (i) Company will use, take all action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Law and Nasdaq Stock Market rules to cause the Company Charter and Company Bylaws, its reasonable best efforts Stockholders Meeting to convene and hold a meeting be held for the purpose of holders of Shares to consider and vote voting upon the adoption of this Agreement, and to cause a vote of the Distribution Merger Company's stockholders on the adoption of this Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days to be taken, in each case as promptly as practicable after the date the S-4 Registration Statement is declared effective. Subject hereof, and (ii) subject further to the provisions of Section 5.026.01(b), Parent will take all --------------- action reasonably necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws and applicable Nasdaq Stock Market rules to cause the Parent Stockholders Meeting to be held for the purpose of voting upon the Parent Voting Proposal, and to cause a vote of Parent's stockholders on the Parent Voting Proposal to be taken, in each case as promptly as practicable after the date hereof. Unless otherwise mutually agreed by Parent and Company’s , Parent and Company shall coordinate and cooperate with respect to the timing of such meetings and shall use their commercially reasonable efforts to hold such meetings at the same time and on the same day and as promptly as practicable after the date hereof. Parent and, subject to Company's rights under Section 8.01(h), Company shall solicit from their respective --------------- stockholders proxies in favor of the adoption of this Agreement (in the case of Company stockholders) and approval of the Parent Voting Proposal (in the case of Parent stockholders), and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required under NASD rules and the DGCL, as applicable; provided, however, that neither Company nor Parent shall be -------- ------- required to take any action that its respective Board of Directors shall include determines in good faith after consultation with outside legal counsel would be inconsistent with its fiduciary duties to its stockholders under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Recommendation Stockholders Meeting, and Parent may adjourn or postpone the Parent Stockholders Meeting, to the extent that (x) such adjournment or postponement is necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to such party's stockholders in advance of the applicable vote or (y) additional time is reasonably required to solicit proxies in favor of the approvals required by Section 7.01(a) or (z) as of the time for --------------- which such stockholders meeting is originally scheduled (as set forth in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which Statement/Prospectus) there are insufficient shares represented (either in person or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that (iby proxy) 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 to constitute a quorum necessary to conduct the business of the such stockholders meeting. Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of shall ensure that the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days called, noticed, convened, held and conducted, and that all proxies solicited by Company in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for are solicited, and Parent shall ensure that Parent Stockholders Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the filing or mailing of any supplemental or amended disclosure that Parent Stockholders Meeting are solicited, in compliance with the Company has determinedDGCL, after consultation with outside applicable charter documents, Nasdaq Stock Market rules and all other applicable 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 prior to the Company Stockholders Meetingrequirements.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Aspect Development Inc)
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the its Company Charter and Company BylawsOrganizational Documents to duly give notice of, its reasonable best efforts to convene and hold a meeting of holders the Company Stockholders, to be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act and no later than the fiftieth (50th) day following the first mailing of Shares the Joint Proxy Statement, to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments approval of the transactions contemplated hereby, including the Merger (the “Company Stockholders Stockholders’ Meeting”) not more than 45 days after ). The Company will, as soon as reasonably practicable following the date of this Agreement, establish a record date (and commence a broker search pursuant to Rule 14a-13 promulgated under the S-4 Registration Statement is declared effectiveExchange Act in connection therewith) for the Company Stockholders’ Meeting. Subject to Section 5.4(b) and (c), the provisions Company will, through the Company Board, recommend that the Company Stockholders adopt this Agreement and will use commercially reasonable efforts to solicit from the Company Stockholders proxies in favor of Section 5.02the adoption of this Agreement and to take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the Company Organizational Documents, the rules of the NYSE or applicable Laws; provided, that the Company’s Board obligations pursuant to the foregoing sentence shall automatically terminate and be of Directors shall include no further effect upon any Company Adverse Recommendation Change; provided, further, that the Company’s obligation to hold the Company Stockholders’ Meeting shall not be affected by the making of any Company Adverse Recommendation in Change unless this Agreement is validly terminated. Once the Company Stockholders’ Meeting has been scheduled by the Company, the Company shall not adjourn, postpone, reschedule, or recess the Company Stockholders’ Meeting without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned, or delayed), provided, that the Company may, notwithstanding the foregoing, without the prior written consent of Parent, adjourn or postpone the Company Stockholders’ Meeting (A) to the extent necessary, based on good faith consultation with outside legal counsel, to ensure that any legally required supplement or amendment to the Joint Proxy Statement and recommend at is provided to the Company Stockholders Meeting that or (B) if, as of the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on time for which the Company Stockholders Stockholders’ Meeting is scheduled, the Company reasonably believes determines in good faith, after consultation with Parent, that there are insufficient shares of Company Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders’ Meeting or there are insufficient shares of Company Common Stock represented (either in person or by proxy) to obtain the business Company Stockholder Approval; provided, however, that the Company Stockholders’ Meeting shall not be adjourned or postponed to a date on or after two (2) Business Days prior to the Termination Date; provided, further, that the Company Stockholders’ Meeting shall not be postponed or adjourned as a result of clause (B) above for a period of more than ten (10) Business Days in the aggregate without the prior written consent of Parent. The Company shall provide updates to Parent with respect to the proxy solicitation for the Company Stockholders’ Meeting (including interim results) as reasonably requested by Xxxxxx. Without the prior written consent of Parent or as required by applicable Law, (A) 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 45 Company in connection with the Merger and matters of procedure) that the Company shall propose to be acted on by the Company Stockholders Meeting, at the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, Stockholders’ Meeting and the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is shall not postponed or adjourned more than an aggregate of 15 calendar days submit any other proposal to such stockholders in connection with the Company Stockholders’ Meeting or otherwise (including any postponements or adjournments in reliance on proposal inconsistent with the preceding sentence. In addition, notwithstanding the first sentence adoption of this Section 5.05(a), Agreement or the consummation of the transactions contemplated by this Agreement) and (B) the Company may postpone or adjourn shall not call any meeting of the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 the Company Stockholders’ Meeting prior to the Company Stockholders Stockholders’ Meeting, provided that the Company may call its annual stockholders’ meeting prior to the Company Stockholders’ Meeting if (x) the Registration Statement has not been declared effective by the date that is fifty (50) days prior to the one year anniversary of the Company’s annual stockholders’ meeting for 2023, (y) the proposals presented at such annual stockholders’ meeting are the same as those customarily presented by the Company at its annual stockholders’ meetings, and (z) the Company does not present any proposal at such annual stockholders’ meeting that would violate the terms of this Agreement or would reasonably be expected to materially delay, materially impede or prevent the consummation of the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Stockholders Meetings. (a) The Company PageNet will usetake, in accordance with applicable Law and the Company Charter its certificate of incorporation and Company Bylawsbylaws, its reasonable best efforts all action necessary to convene and hold a meeting of holders of Shares its stockholders (the "PageNet Stockholders Meeting") as promptly as practicable after the S-4 Registration Statement is declared effective to consider and vote upon the adoption of this Agreement, and to approve the Distribution Merger Merger, an amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to an amount sufficient to complete the transactions contemplated by this Agreement and the Charter Amendments (other transactions contemplated by this Agreement. PageNet will take all necessary action to obtain the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions adoption of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger approval of the Merger, the amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoptionother transactions contemplated by this Agreement by the holders of the PageNet Shares (the "PageNet Stockholders Approval"). Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Company Stockholders Meeting is scheduled, the Company reasonably believes that The Board of Directors of PageNet shall: (i) it will not receive proxies representing recommend that the Company Requisite Vote, whether or not a quorum is present, or stockholders adopt this Agreement and thereby approve the Merger and the other transactions contemplated by this Agreement (including without limitation adoption of the Prepackaged Plan and authorization of the Bankruptcy Case) and the amendment to the PageNet certificate of incorporation to increase the number of PageNet Shares authorized to the amount sufficient to complete the transactions contemplated by this Agreement; and (ii) it will not have enough Shares represented take all lawful action to constitute a quorum necessary solicit such adoption and approval; provided, however, that PageNet's Board of Directors may, at any time prior to conduct the business Effective Time, withdraw, modify or change any such recommendation to the extent that PageNet's Board of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days Directors determines in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determinedgood faith, after consultation with outside legal counsel, that such withdrawal, modification or change of its recommendation is reasonably likely required by its fiduciary duties to PageNet's stockholders under applicable Law; provided, further, that, unless this Agreement is terminated by Arch pursuant to Section 8.4, PageNet shall, as promptly as practicable after the S-4 Registration Statement is declared effective, duly convene and complete the PageNet Stockholders Meeting regarding the adoption of this Agreement and the approval of the Merger, the amendment to the PageNet certificate of incorporation set forth above and the other transactions contemplated by this Agreement, regardless of whether PageNet's Board of Directors has withdrawn, modified, or changed its recommendation to the stockholders regarding the adoption of this Agreement or the approval of the Merger, the amendment to the PageNet certificate of incorporation set forth above or the other transactions contemplated by this Agreement prior to such PageNet Stockholders Meeting. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, PageNet shall not be required under applicable Law and for such supplemental to convene a PageNet Stockholders Meeting after (x) the Bankruptcy Case has commenced or amended disclosure (y) PageNet stipulates to be disseminated and reviewed by stockholders bankruptcy relief after the occurrence of the Company prior an Involuntary Insolvency Event pursuant to the Company Stockholders MeetingSection 6.19(a)(v) hereof.
Appears in 1 contract
Stockholders Meetings. (a) The Company will use, shall take all action necessary in accordance with applicable Law Laws and the Organizational Documents of the Company Charter and Company Bylawsto duly give notice of, its reasonable best efforts to convene and hold the Company Stockholders Meeting for the purpose of obtaining the Company Stockholder Approval, to be held as promptly as practicable following the clearance of the Company Proxy Statement by the SEC and the Registration Statement being declared effective by the SEC. Unless there has been a meeting Company Change of holders Recommendation in accordance with Section 6.3, the Company Board shall recommend that the stockholders of Shares to consider and vote upon the adoption of this Company approve Agreement, including the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions related Plan of Section 5.02Merger, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that and the holders Company Board shall solicit from stockholders of Shares adopt the Company proxies in favor of the approval of this Agreement, including the related Plan of Merger, and the Transactions, and the Company Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything to the contrary contained in this Agreement, the Distribution Merger Agreement and Company (i) shall be required to adjourn or postpone the Charter Amendments and shall use its reasonable best efforts Company Stockholders Meeting (A) to obtain and solicit such adoption. Notwithstanding the foregoingextent necessary to ensure that any legally required supplement or amendment to the Company Proxy Statement is provided to the Company’s stockholders or (B) if, if on a date preceding as of the date on which or the date on time for which the Company Stockholders Meeting is scheduled, the there are insufficient shares of Company reasonably believes that Common Stock represented (ieither in person or by proxy) 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 to constitute a quorum necessary to conduct business at such Company Stockholders Meeting and (ii) may adjourn or postpone the business 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 immediately preceding 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. 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 shareholders 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 Company’s shareholders 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 may postpone shall not change such record date or adjourn, or make one or more successive postponements or adjournments of, establish a different record date for the Company Stockholders Meeting as long as without the date 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 of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentencepermitted hereunder. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders Meeting.81
Appears in 1 contract
Stockholders Meetings. (a) The Company will useFollowing the execution of this Agreement, Lafite shall, in consultation with Tempranillo, set a record date for the Lafite Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, Lafite shall, in consultation with Tempranillo, in accordance with applicable Applicable Law and the Company Charter Organizational Documents of Lafite, (i) duly call and Company Bylawsgive notice of the Lafite Stockholders Meeting, at which meeting Lafite shall seek the Requisite Lafite Vote, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Lafite Stockholders Meeting) to be mailed to its reasonable best efforts to stockholders and (iii) duly convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Lafite Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.026.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and Lafite shall use its reasonable best efforts to obtain take, or cause to be taken, all actions, and solicit such adoption. Notwithstanding do or cause to be done all things, necessary, proper or advisable on its part to cause the foregoing, if on a date preceding Requisite Lafite Vote to be received at the date on which or the date on which the Company Lafite Stockholders Meeting is scheduledor any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company 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 to constitute a quorum necessary to conduct the business of the Company Lafite Stockholders Meeting. Lafite shall not, without the Company may prior written consent of Tempranillo, adjourn, postpone or adjournotherwise delay the Lafite Stockholders Meeting; provided, or make one or more successive postponements or adjournments ofhowever, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company that Lafite may postpone or adjourn the Company Lafite Stockholders Meeting to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosure that which the Company Lafite Board has determined, determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary under applicable Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Lafite’s stockholders of the Company prior to the Company Lafite Stockholders Meeting. If, on the date of the Lafite Stockholders Meeting, (i) Tempranillo reasonably determines in good faith that Lafite has not received proxies representing a sufficient number of shares of Lafite Common Stock to obtain the Requisite Lafite Vote or (ii) there is no quorum at the Lafite Stockholders’ Meeting, Lafite shall at its election or upon the written request of Tempranillo adjourn the Lafite Stockholders Meeting until such date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement (including Section 6.02), shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Lafite Vote. Lafite shall be required to adjourn the Lafite Stockholders Meeting only one time pursuant to this Section 8.04(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Livongo Health, Inc.)
Stockholders Meetings. (a) The Company will useshall, as promptly as practicable after the Form S-4 is declared effective under the Securities Act, take all lawful action to call, give notice of, convene and hold the Company Stockholders’ Meeting for the purpose of obtaining the Company Stockholder Approval. The Company agrees that this Agreement shall be submitted for adoption by the stockholders of the Company at the Company Stockholders’ Meeting and, except in the event of the termination of this Agreement in accordance with applicable Law and Article IX, the obligation of the Company Charter and Company Bylawsto call, its reasonable best efforts to give notice of, convene and hold a meeting the Company Stockholders’ Meeting and to submit this Agreement for adoption at the Company Stockholders’ Meeting shall not be limited or otherwise affected by (i) the commencement, disclosure, announcement or submission to the Company or its stockholders of holders any Company Acquisition Proposal or (ii) any Change in the Company Recommendation. Subject to Section 7.03(e), the Company shall solicit from its stockholders proxies in favor of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which secure the Company Stockholders Meeting is scheduledStockholder Approval. The Company agrees that, prior to any termination of this Agreement, it shall not submit to a vote of the stockholders of the Company reasonably believes that any Company Acquisition Proposal or Acquisition Agreement (i) it will not receive proxies representing the Company Requisite Votein either case, whether or not a quorum is present, or (iiCompany Superior Proposal) it will not have enough Shares represented prior to constitute a quorum necessary to conduct the business vote of the Company Stockholders Meeting, Company’s stockholders regarding the adoption of the Agreement at the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentenceStockholders’ Meeting. In addition, notwithstanding the first sentence of this Section 5.05(a), the The Company may only postpone or adjourn the Company Stockholders Stockholders’ Meeting (x) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, (y) for the absence of a quorum and (z) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company has determined, determined after consultation with outside legal counsel, 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 prior to the Company Stockholders Stockholders’ Meeting; provided, however, that the Company may not postpone or adjourn the Company Stockholders’ Meeting more than fifteen (15) Business Days in the aggregate from the originally scheduled date of the Company Stockholders’ Meeting without the prior written consent of Parent.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Metaldyne Performance Group Inc.)
Stockholders Meetings. (a) The Company will useFollowing the execution of this Agreement, Lafite shall, in consultation with Tempranillo, set a record date for the Lafite Stockholders Meeting, which record date shall be prior to the date of effectiveness of the Registration Statement, and commence a broker search pursuant to Section 14a-13 of the Securities Exchange Act in respect thereof at least twenty (20) Business Days prior thereto. As promptly as practicable following the effectiveness of the Registration Statement, Lafite shall, in consultation with Tempranillo, in accordance with applicable Applicable Law and the Company Charter Organizational Documents of Lafite, (i) duly call and Company Bylawsgive notice of the Lafite Stockholders Meeting, at which meeting Lafite shall seek the Requisite Lafite Vote, (ii) cause the Joint Proxy Statement/Prospectus (and all other proxy materials for the Lafite Stockholders Meeting) to be mailed to its reasonable best efforts to stockholders and (iii) duly convene and hold a meeting of holders of Shares to consider and vote upon the adoption of this Agreement, the Distribution Merger Agreement and the Charter Amendments (the “Company Lafite Stockholders Meeting”) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02Section 6.02, the Company’s Board of Directors shall include the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and Lafite shall use its reasonable best efforts to obtain take, or cause to be taken, all actions, and solicit such adoption. Notwithstanding do or cause to be done all things, necessary, proper or advisable on its part to cause the foregoing, if on a date preceding Requisite Lafite Vote to be received at the date on which or the date on which the Company Lafite Stockholders Meeting is scheduledor any adjournment or postponement thereof, and shall comply with all legal requirements applicable to the Company 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 to constitute a quorum necessary to conduct the business of the Company Lafite Stockholders Meeting. Lafite shall not, without the Company may prior written consent of Tempranillo, adjourn, postpone or adjournotherwise delay the Lafite Stockholders Meeting; provided, or make one or more successive postponements or adjournments ofhowever, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company that Lafite may postpone or adjourn the Company Lafite Stockholders Meeting to allow reasonable additional time for the filing or and mailing of any supplemental or amended disclosure that which the Company Lafite Board has determined, determined in good faith after consultation with outside legal counsel, counsel is reasonably likely to be required necessary under applicable Applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Lafite’s stockholders of the Company prior to the Company Lafite Stockholders Meeting. If, on the date of the Lafite Stockholders Meeting, (i) Tempranillo reasonably determines in good faith that Lafite has not received proxies representing a sufficient number of shares of Lafite Common Stock to obtain the Requisite Lafite Vote or (ii) there is no quorum at the Lafite Stockholders’ Meeting, Lafite shall at its election or upon the written request of Tempranillo adjourn the Lafite Stockholders Meeting until such date as shall be mutually agreed upon by Lafite and Tempranillo, which date shall be not less than five (5) days nor more than ten (10) days after the date of adjournment, and subject to the terms and conditions of this Agreement (including Section 6.02), shall continue to use its reasonable best efforts, together with its proxy solicitor, to assist in the solicitation of proxies from stockholders relating to the Requisite Lafite Vote. Lafite shall be required to adjourn the Lafite Stockholders Meeting only one time pursuant to this Section 8.04(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teladoc Health, Inc.)
Stockholders Meetings. (a) The Company will useand Acquirer each shall call a meeting of its respective stockholders (the "Company Stockholder Meeting" and the "Acquirer Stockholder Meeting," respectively, and together, the "Stockholders Meetings") to be held as promptly as practicable in accordance with applicable Law law and each company's certificate of incorporation and by-laws for the purpose of voting upon (i) in the case of the Company, the adoption and approval of this Agreement and the transactions contemplated hereby (the "Company Charter Stockholder Approval"), and Company Bylaws(ii) in the case of Acquirer, the items contemplated by the Acquirer Stockholder Approval. Except as otherwise required by the fiduciary duties of its reasonable best efforts Board of Directors (as determined in good faith by such Board following the receipt of advice of its outside legal counsel to convene such effect) and hold a meeting of holders of Shares to consider in accordance with Sections 5.2 and vote upon 6.2, as the adoption case may be, of this Agreement, (i)(A) the Distribution Merger Company will, through its Board of Directors, recommend to its stockholders the approval and adoption of this Agreement and the Charter Amendments Merger and (the “Company Stockholders Meeting”B) not more than 45 days after the date the S-4 Registration Statement is declared effective. Subject to the provisions of Section 5.02Acquirer will, the Company’s through its Board of Directors shall include Directors, recommend to its stockholders the approval of the issuance of Acquirer Common Stock in the Merger and the approval of the amendments to Acquirer's certificate of incorporation to increase the authorized number of shares of Acquirer Common Stock to 175,000,000 shares and (ii) each of the Company Recommendation in the Joint Proxy Statement and recommend at the Company Stockholders Meeting that the holders of Shares adopt this Agreement, the Distribution Merger Agreement and the Charter Amendments and shall Acquirer will use its all commercially reasonable best efforts to obtain the foregoing approval of their respective stockholders. Acquirer and solicit such adoption. Notwithstanding the foregoing, if Company shall coordinate and cooperate with respect to the timing of the Stockholders Meetings and shall each use all commercially reasonable efforts to hold Stockholders Meetings on a date preceding the date on which or same day as soon as practicable after the date on which the Company Stockholders Meeting is scheduled, the Company 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 to constitute a quorum necessary to conduct the business of the Company Stockholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Stockholders Meeting as long as the date of the Company Stockholders Meeting is not postponed or adjourned more than an aggregate of 15 calendar days in connection with any postponements or adjournments in reliance on the preceding sentence. In addition, notwithstanding the first sentence of this Section 5.05(a), the Company may postpone or adjourn the Company Stockholders Meeting to allow reasonable additional time for the filing or mailing of any 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 prior to the Company Stockholders MeetingForm S-4 becomes effective.
Appears in 1 contract
Samples: Agreement and Plan (S3 Inc)
