The Meeting Clause Samples
The Meeting clause defines the requirements and procedures for convening and conducting meetings between the parties involved in an agreement. It typically outlines how meetings are scheduled, who must attend, the notice period required, and the topics to be discussed. For example, it may specify that meetings must occur quarterly and that both parties must be represented by authorized personnel. This clause ensures that communication and decision-making processes are structured and predictable, helping to prevent misunderstandings and maintain accountability throughout the relationship.
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The Meeting. The Company shall:
(a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with the Amendment Interim Order, the Company’s Constating Documents and applicable Law, including the policies of the CSE, and use commercially reasonable efforts to schedule the Meeting as promptly as practicable and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except:
(i) in the case of an adjournment, as required for quorum purposes (in which case the Meeting shall be adjourned and not cancelled); or
(ii) as otherwise permitted under this Agreement.
(b) use commercially reasonable efforts to solicit proxies in favour of the approval of the Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the Amended Arrangement and the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, using the services of dealers and proxy solicitation services, consulting with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions;
(c) provide the Purchaser with copies of documents, or access to information regarding, the Meeting generated by any transfer agent, dealer or proxy solicitation services firm retained by the Company, as reasonably requested in writing from time to time by the Purchaser;
(d) consult with the Purchaser in fixing the record date for the Meeting and the date of the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s representatives and legal counsel to attend the Meeting;
(e) promptly advise the Purchaser, at such times as the Purchaser may reasonably reques...
The Meeting. Subject to the terms of this Agreement and the receipt of the Interim Order, the Vendor shall:
(a) convene and conduct the Meeting in accordance with the Interim Order, the Vendor’s Constating Documents and applicable Law as soon as reasonably practicable and shall use commercially reasonable efforts to convene and conduct the Meeting on or before June, 30 2025 or such later date as the Parties hereto otherwise agree in writing each acting reasonably (provided that it shall be deemed reasonable for a Party to refuse to agree to another date if a later date is requested by the other Party as a result of an event that was not outside the reasonable control of such other Party), and set the record date for the Shareholders entitled to vote at the Meeting as promptly as practicable after the date hereof, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except:
(i) as required or permitted under Section 6.3.3 or 7.4.5;
(ii) as required for quorum purposes (in which case, the Meeting shall be adjourned and not cancelled); or
(iii) as required by Law or by a Governmental Authority, provided that: Vendor shall be entitled to, and upon the reasonable request of the Purchaser, the Vendor shall, adjourn or postpone the Meeting to a date that is not later than 10 Business Days after the date on which the Meeting was originally scheduled, in each case, for the purpose of attempting to obtain the required level of approval of the Shareholders.
(b) subject to the terms of this Agreement and compliance by the directors and officers of the Vendor with their fiduciary duties, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, and at the direct expense of the Purchaser and/or any of its affiliates, using proxy solicitation services firms (acceptable to the Vendor, acting reasonably) to solicit proxies in favour of the approval of the Arrangement Resolution;
(c) provide the Purchaser with copies of or access to information regarding the Meeting generated by any proxy solicitation services firm retained by the Vendor, as requested from time to time by the Purchaser;
(d) give notice to...
The Meeting. The Company shall convene and conduct the Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable.
The Meeting. The Corporation shall: (1) promptly following execution of this Agreement, cancel the Shareholder meeting currently scheduled for August 13, 2021 and the Corporation shall convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s Constating Documents and Law as soon as reasonably possible, but in any event on or before the date which is forty-five (45) days following the date of this Agreement, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) in the case of an adjournment, as required for quorum purposes; or (b) as required or permitted under Section 4.7(3) or Section 5.4(5). (2) as requested by the Purchaser, adjourn or postpone the Meeting for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution, provided that the Corporation shall not be required to adjourn or postpone the Meeting for more than five (5) Business Days pursuant to this Section 2.3(2) for each adjournment or postponement (it being understood that the Purchaser may request to adjourn or postpone the Meeting not more than twice); (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Corporation’s option or if so requested by the Purchaser, acting reasonably, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;
The Meeting. [Refer 6.1 Give Notice] 6.
2.1 At the meeting restate the alleged complaint / event (describe the facts as are known, stating times, places, aggrieved parties, complainants), and that such behaviour is considered serious and wilful misconduct and that if proven, could result in their dismissal.
The Meeting. The purpose of the meeting is to discuss the grievance, and to engage in problem solving in an attempt to reach a mutually agreed resolution.
The Meeting. The Corporation shall:
(1) subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been terminated in accordance with its terms, convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s Constating Documents and applicable Law as soon as reasonably practicable, but, subject to the Corporation’s rights hereunder to adjourn or postpone the Meeting, in any event on or before the date that is sixty (60) days after the date of the Interim Order (or such later date as may be consented to by the Purchaser in writing), for the purpose of considering the Arrangement Resolution and for such other matters as may be required for the purposes of effecting the Arrangement and the other transactions contemplated by this Agreement, and not adjourn, postpone, cancel (or propose the adjournment, postponement or cancellation of), or modify the purposes of the Meeting without the prior written consent of the Purchaser not to be unreasonably withheld, conditioned or delayed, except:
(a) in the case of an adjournment, as required for quorum purposes;
(b) for a maximum of twenty (20) Business Days to solicit additional proxies in favour of the approval of the Arrangement Resolution if necessary to obtain the Required Securityholder Approval;
(c) as required or permitted under Section 5.4(5); or
(d) as required by applicable Law or a Governmental Entity (including as necessary to comply with any applicable COVID-19 Measures).
(2) notwithstanding the receipt by the Corporation of a Superior Proposal in accordance with Section 5.4(1), a Change in Recommendation or any other intervening event and provided that this Agreement has not been terminated in accordance with its terms, unless otherwise agreed in writing by the Purchaser, the Corporation shall take all commercially reasonable steps to hold the Meeting and to cause the Arrangement Resolution to be voted on at the Meeting and shall not propose to adjourn or postpone the Meeting other than as contemplated by Section 2.4(1) or Section 5.4(5);
(3) subject to the terms of this Agreement, other than following a Change in Recommendation, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including using commercially...
The Meeting. Subject to the terms and conditions of this Agreement:
(1) Company shall convene and conduct the Meeting in accordance with the Interim Order, the Company’s articles and bylaws, and applicable Laws as soon as reasonably practicable (provided that the Company shall use commercially reasonable best efforts to convene the Meeting prior to May 31, 2019) and in any event no later than June 30, 2019 for the purpose of considering the Arrangement Resolution. Except as except as required by applicable Law, or with the prior written consent of Purchaser, no other matter of business shall be considered at the Meeting; provided that, if Company is required by applicable Law to transact any other item of business at the Meeting, Company shall cause the Arrangement Resolution to be considered and voted upon before any other item of business to be transacted at the Meeting.
(2) Company shall, in consultation with Purchaser, (a) fix a record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order, Company’s articles and bylaws, and applicable Laws, and (b) fix the date for the Meeting.
(3) Except as required for quorum purposes or otherwise permitted or required under Section 7.1 or Section 7.2(10), this Agreement and the Interim Order, Company shall not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Meeting, without the prior written consent of the Purchaser;
(4) Company shall give notice to Purchaser of the Meeting and allow Representatives of Purchaser to attend at the Meeting.
(5) Company shall (a) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including retaining the services of soliciting dealers or proxy solicitation services, acceptable to Purchaser, acting reasonably, if requested to do so in writing by Purchaser, and shall allow Purchaser to assist Company in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement by the Company Shareholders, and (b) subject to Section 7.2, recommend to Company Shareholders that they vote in favour of the Arrangement Resolution and the completion of any other transaction contemplated by this Agreeme...
The Meeting. The Corporation shall:
(1) subject to the terms of this Agreement and the Interim Order and provided that this Agreement has not been validly terminated in accordance with its terms, establish a record date for, convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s Constating Documents and applicable Law as soon as reasonably practicable, but, subject to the Corporation’s rights hereunder to adjourn or postpone the Meeting, in any event on or before the date that is forty (40) days after the date of the Interim Order (or such later date as may be consented to by the Parent in writing), for the purpose of considering and voting upon the Arrangement Resolution and for such other matters that may be set out in the Circular or required for the purposes of effecting the Arrangement and the other transactions contemplated by this Agreement, and not adjourn, postpone, cancel (or propose the adjournment, postponement or cancellation of), or modify the purposes of the Meeting without the prior written consent of the Parent not to be unreasonably withheld, conditioned or delayed, except:
(a) in the case of an adjournment, as required for quorum purposes;
(b) for a maximum of twenty (20) Business Days to solicit additional proxies in favour of the approval of the Arrangement Resolution if necessary to obtain the Required Shareholder Approval;
(c) as required or permitted under Section 5.4(5); or
(d) as required by applicable Law or a Governmental Entity.
(2) notwithstanding the receipt by the Corporation of a Superior Proposal in accordance with Section 5.4(1), a Change in Recommendation or any other intervening event and provided that this Agreement has not been validly terminated in accordance with its terms, unless otherwise agreed in writing by the Parent, the Corporation shall take all commercially reasonable steps to hold the Meeting and to cause the Arrangement Resolution to be voted on at the Meeting and shall not propose to adjourn or postpone the Meeting other than as contemplated by Section 2.4(1);
(3) subject to the terms of this Agreement, other than following a Change in Recommendation permitted by Section 5.4(1), use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including usi...
The Meeting. All documents which Mercantile or any of its Sub- sidiaries are responsible for filing with any Regulatory Au- thority in connection with the Merger will comply as to form in all material respects with the provisions of applicable law.