Tesco Shareholder approval and Prospectus Sample Clauses

Tesco Shareholder approval and Prospectus. The Merger constitutes a Class 1 transaction for Tesco for the purposes of the Listing Rules. Accordingly, Tesco will be required to seek the approval of Tesco Shareholders for the Merger at the Tesco General Meeting. The Tesco Directors intend unanimously to recommend Tesco Shareholders to vote in favour of the Tesco Resolutions to be proposed at the Tesco General Meeting as all Tesco Directors who hold Tesco Shares have irrevocably undertaken to do in respect of their own holdings of, in aggregated, 400,970 Tesco Shares (representing approximately 0.0049 per cent. of the issued share capital of Tesco on 26 January 2017, being the last Business Day before the date of this Announcement), or to the extent the Tesco Directors hold their Tesco Shares in the form of ADRs as they have irrevocably undertaken to do in the event that their holdings convert from the form of ADRs to Tesco Shares (and therefore become entitled to vote at the Tesco General Meeting) (with such undertakings relating to, in aggregate, 277,200 Tesco Shares representing approximately 0.0034 per cent. of the existing issued ordinary share capital of Tesco on 26 January 2017, being the last Business Day before the date of this Announcement). Tesco will send Tesco Shareholders the Circular summarising the background to and reasons for the Merger which will include a notice convening the Tesco General Meeting. The Merger is conditional on, among other things, the Tesco Resolutions being passed by the requisite majority of Tesco Shareholders at the Tesco General Meeting. It is expected that the Circular will be posted to Tesco Shareholders at or around the same time as the Scheme Document is posted to Booker Shareholders and that the Tesco General Meeting will be held at or around the same time as the Booker Meetings. Tesco will also be required to produce the Prospectus in connection with the issue of the New Tesco Shares. The Prospectus will contain information relating to the Merger, the Combined Group and the New Tesco Shares. It is expected that the Prospectus will be published at or around the same time as the Scheme Document is posted to Booker Shareholders.
Sample 1
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Related to Tesco Shareholder approval and Prospectus

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • PROSPECTUS AND PROXY STATEMENTS 3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • PROSPECTUS AND PROXY STATEMENTS; VOTING 3.1. At least annually, the Trust or its designee shall provide the Company, free of charge, with as many copies of the current prospectus (describing only the Portfolios listed in Schedule A hereto) for the Shares as the Company may reasonably request for distribution to existing Policy owners whose Policies are funded by such Shares. The Trust or its designee shall provide the Company, at the Company's expense, with as many copies of the current prospectus for the Shares as the Company may reasonably request for distribution to prospective purchasers of Policies. If requested by the Company in lieu thereof, the Trust or its designee shall provide such documentation (including a "camera ready" copy of the new prospectus as set in type or, at the request of the Company, as a diskette in the form sent to the financial printer) and other assistance as is reasonably necessary in order for the parties hereto once each year (or more frequently if the prospectus for the Shares is supplemented or amended) to have the prospectus for the Policies and the prospectus for the Shares printed together in one document; the expenses of such printing to be apportioned between (a) the Company and (b) the Trust or its designee in proportion to the number of pages of the Policy and Shares' prospectuses, taking account of other relevant factors affecting the expense of printing, such as covers, columns, graphs and charts; the Trust or its designee to bear the cost of printing the Shares' prospectus portion of such document for distribution to owners of existing Policies funded by the Shares and the Company to bear the expenses of printing the portion of such document relating to the Accounts; provided, however, that the Company shall bear all printing expenses of such combined documents where used for distribution to prospective purchasers or to owners of existing Policies not funded by the Shares. In the event that the Company requests that the Trust or its designee provides the Trust's prospectus in a "camera ready" or diskette format, the Trust shall be responsible for providing the prospectus in the format in which it or MFS is accustomed to formatting prospectuses and shall bear the expense of providing the prospectus in such format (e.g., typesetting expenses), and the Company shall bear the expense of adjusting or changing the format to conform with any of its prospectuses.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

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