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.
POPULAR SAMPLE Copied 4 times
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. (a) The Company shall call a special meeting of the Company's shareholders as soon as reasonably practicable for the purpose of obtaining approval of the Merger by the affirmative vote of a majority of the outstanding shares (the "Stockholder Approval") and use its reasonable best efforts to obtain the Stockholder Approval, including the use of a proxy statement in which the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties require.
(b) For purposes of this Agreement, a "Superior Proposal" means any bona fide Acquisition Proposal not directly or indirectly initiated or solicited by the Stockholders or the Company, or encouraged or facilitated by the Stockholders which the Company Board of Directors determines in its good faith judgment (after having received the advice of an investment banker), taking into account all legal, financial, regulatory and other aspects of the proposal and the person making the proposal, (i) would, if consummated, result in a ...
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 possible, but in any event on or before July 21, 2020 (or such later date as may be consented to by the Purchaser in writing and, provided that if and to the extent the date of application for the Interim Order has been extended as contemplated in Section 2.3 above, the foregoing date shall be extended by an equal number of days), for the purpose of considering the Arrangement Resolution and for such other matters as the Purchaser or the Corporation (each with the prior written consent of the other, such consent not to be unreasonably withheld or delayed) may reasonably require, 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;
(b) as required or permitted under Section 4.9(3) or Section 5.4(5); or
(c) for an adjournment for the purpose of attempting to obtain Required Shareholder Approval.
(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 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), Section 4.9(3), 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 cooperating with any Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;
(4) as reasonably requested from time to time by the Purchaser, provide...
The Meeting. Subject to the terms of this Agreement and receipt of, and subject to the terms of, the Interim Order, the Corporation shall:
(1) convene and conduct the Meeting in accordance with the Interim Order, the Corporation's Constating Documents and Law as soon as reasonably practicable but in any event schedule the Meeting to be held on or before December 16, 2025, 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) as required for quorum purposes, in which case the Meeting shall be adjourned and not cancelled;
(b) as required or permitted under Section 4.8(3) or Section 5.4(5); or
(c) as required by Law or by a Governmental Entity it being understood that the Corporation may not adjourn or postpone the Meeting more than once pursuant to clause (a) without the prior written consent of the Purchaser, and any adjournment shall be for the shortest period reasonably necessary.
(2) 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 engaged by the Corporation to solicit proxies in favour of the approval of the Arrangement Resolution, it being understood that even if the Corporation receives a Superior Proposal and the Board has made a Change in Recommendation, the Corporation will continue to solicit proxies and take all steps reasonably necessary to hold the Meeting and cause the Arrangement unless and until this Agreement is terminated in accordance with its terms;
(3) provide the Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm retained by the Corporation, as reasonably requested from time to time by the Purchaser and in a form reasonably acceptable to the Purchaser;
(4) permit the Purchaser to, at the Purchaser's expense, on behalf of the management of the Corporation, directly or through a proxy solicitation services firm, actively solicit proxies in favor of ...
The Meeting. Section 2.4...........
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 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. (a) Parentco shall:
(i) call the Meeting in accordance with the Interim Order, Parentco’s constating documents and Applicable Law as soon as reasonably practicable and in any event, on or before April 9, 2018 and, in that regard, Parentco may abridge, as necessary, any time periods that may be abridged under National Instrument 54- 101, Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) and set the record date for the Parentco Shareholders entitled to vote at the Meeting as promptly as practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting, except as required for quorum purposes (in which case, the Meeting shall be adjourned and not cancelled) or as required by Applicable Law or by a Governmental Body;
(ii) 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; and
(iii) not change the record date for the Parentco Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Applicable Law.
The Meeting. Refers to the facility named on the agreement attached hereto, including meeting room. Council and the Hirer have agreed that the Central Coast Visitor Centre meeting room will be hired by the hirer on the following terms and conditions:
The Meeting. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.