THE SPECIAL MEETING Sample Clauses

THE SPECIAL MEETING. 48 Date, Time, and Place of the Special Meeting.............. 48
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THE SPECIAL MEETING of Issuer's shareholders held for the purpose of voting on the Agreement shall not have been held pursuant to the Agreement or shall have been canceled prior to termination of the Agreement, or for any reason whatsoever Issuer's Board of Directors shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Grantee the recommendation of Issuer's Board of Directors, that Issuer's shareholders approve the Agreement, or if Issuer or Issuer's Board of Directors fails to oppose any proposal by any Person (other than Grantee or any Grantee Subsidiary) respecting an Acquisition Transaction (unless advised by counsel to Issuer that Issuer's or Issuer's Board of Directors' failure to so oppose is necessary in order to satisfy the fiduciary duty owed by Issuer's Board of Directors to Issuer's shareholders); or
THE SPECIAL MEETING. 25 Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Purpose of the Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Recommendation of the Triple-S Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Record Date; Stockholders Entitled to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
THE SPECIAL MEETING. Hostopia is furnishing this Circular to Hostopia stockholders as part of the solicitation of proxies by management of Hostopia for use at the special meeting.
THE SPECIAL MEETING. The Partnership agrees that, as soon as practical following the Closing, it will call the Special Meeting for the purpose of considering and voting upon the following proposals (collectively, the "Proposals"):
THE SPECIAL MEETING. The Virtual Special Meeting (see page 28) The special meeting of Ferro shareholders (the “special meeting”) is scheduled to be held virtually on September 9, 2021 at 9:00 a.m., Eastern Time. Due to the public health impact of the COVID-19 outbreak and to support the health and well-being of our shareholders and other participants at the special meeting, the special meeting will be a virtual meeting of shareholders. You will be able to attend the special meeting and vote your shares electronically by visiting xxx.xxxxxxxxxxxxxxxxxxxxxxxxx.xxx/XXX0000XX. You must have your sixteen- digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person. Purpose of the Special Meeting (see page 28) At the special meeting, Ferro shareholders will be asked to consider and vote on the following proposals: • to adopt the merger agreement and approve the transactions contemplated thereby, including the merger (the “merger proposal”); • to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Xxxxx to its named executive officers that is based on or otherwise relates to the merger (the “named executive officer merger-related compensation proposal”); and • to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Ferro shareholders (the “adjournment proposal”). The Board has determined that it is in the best interest of Ferro shareholders to enter into the merger agreement and has approved and declared advisable the merger agreement and the merger. The Board unanimously recommends that Ferro shareholders vote “FOR” the merger proposal, “FOR” the named executive officer merger-related compensation proposal and “FOR” the adjournment proposal. Ferro shareholders must vote to approve the merger proposal as a condition for the merger to occur. If Ferro shareholders fail to approve the merger proposal by the requisite vote, the merger will not occur. Record Date; Shareholders Entitled to Vote (see page 29) Only holders of Ferro common stock at the close of business o...
THE SPECIAL MEETING. This proxy statement is being provided to Ferro shareholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.
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THE SPECIAL MEETING. New Senior has agreed to establish a record date for, call, give notice of, convene and hold the Special Meeting as promptly as practicable following the date on which the registration statement on Form S-4 of which this proxy statement/prospectus forms a part is declared effective by the SEC (with the date initially set for the Special Meeting to be no more than 45 days following such effective date), and that New Senior and the New Senior Board will not propose any matters to be voted on at the Special Meeting other than the proposals contained in this proxy statement/prospectus. Unless the New Senior Board has made a New Senior Adverse Recommendation Change (as defined in the section entitled “The Merger AgreementNo Solicitation; Change in New Senior Board Recommendationbeginning on page 78 of this proxy statement/prospectus) in accordance with the Merger Agreement (i) New Senior and the New Senior Board have agreed to use their reasonable best efforts to obtain from the stockholders of New Senior the approval of the Merger Proposal and conduct any proxy solicitation exercise and undertake any other steps as may reasonably be requested by Ventas to assist in obtaining the approval of the Merger Proposal and (ii) New Senior has agreed that the New Senior Board will recommend to New Senior’s stockholders the approval of the Merger Proposal (which we refer to as the “New Senior Board Recommendation”). New Senior has agreed not to postpone or adjourn the Special Meeting without the consent of Ventas, except that the Special Meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if New Senior reasonably expects that there will be insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. However, the Merger Agreement provides that New Senior may not adjourn the Special Meeting without Ventas’s prior written consent to a date that is (i) more than 10 business days after it is then scheduled, (ii) more than 60 days after the date for which the Special Meeting was originally scheduled or (iii) less than 10 business days prior to the Outside Date. New Senior may also adjourn the Special Meeting without Xxxxxx’s consent in certain additional circumstances if required to enable New Senior or Ventas to comply with the requirement in the Merger Agreement to provide notice to the other party 10 business days prior to the Special Meeting if i...
THE SPECIAL MEETING. Time, Place and Purpose of the Special Meeting This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board for use at the special meeting to be held, unless adjourned or postponed, on May 9, 2013, starting at 10 a.m. local time, at the offices of Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP, at the Prudential Tower, 00xx Xxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxx XX, 00000 or at any postponement or adjournment thereof. The purpose of the special meeting is for our stockholders to consider and vote upon the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, the approval of a non-binding advisory vote on certain Xxxxxx related compensation that may be paid or become payable to our named executive officers in connection with the Merger and any proposal to adjourn or postpone the special meeting, if necessary or appropriate to solicit additional proxies to vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger. Our stockholders must adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger in order for the Merger to occur. If we do not receive the requisite vote of our stockholders to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about April 11, 2013. Record Date and Quorum We have fixed the close of business on April 5, 2013 as the record date for the special meeting, and only holders of record of our Common Stock and Preferred Stock on the record date are entitled to vote at the special meeting and any adjournments or postponements thereof. As of the record date, there were 24,431,204 shares of our Common Stock entitled to vote at the special meeting, 418,658 shares of Series B Stock entitled to vote at the special meeting, representing 5,442,554 votes, 100,000 shares of Series C Stock entitled to vote at the special meeting, representing 1,300,000 votes, 250,000 shares of Series D Stock entitled to vote at the special meeting, representing 3,500,000 votes, 296,666 shares of Series E Stock entitled to vote at the special meeting, representing 2,966,660 votes, and 114,286 shares of Series F Stock entitled to vote at the...
THE SPECIAL MEETING. Subject to the terms of this Agreement and the Interim Order, Zymeworks shall convene and conduct the Special Meeting in accordance with the Governing Documents of Zymeworks, applicable Law and the Interim Order as soon as reasonably practicable after the date of the Interim Order to consider the Redomicile Resolution (and for any other proper purpose as may be set out in the notice for the Special Meeting, as determined by Zymeworks). Zymeworks shall use reasonable efforts to obtain the Required Approval in respect of the Redomicile Resolution.
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