Unitholders Meeting Sample Clauses

Unitholders Meeting. (a) As soon as practicable following the date of this Agreement, MLP and Parent shall jointly prepare and file with the SEC the Proxy Statement, MLP and Parent shall jointly prepare and Parent shall file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus, and MLP and Parent shall jointly prepare and MLP shall file with the SEC the Schedule 13E-3. Each of MLP and Parent shall use its reasonable best efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and keep the Registration Statement effective for so long as necessary to consummate the transactions contemplated hereby. MLP and Parent shall use their respective reasonable best efforts to cause the Proxy Statement to be mailed to the MLP Unitholders and Parent Unitholders, as applicable, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. No filing of, or amendment or supplement to, the Registration Statement will be made by Parent, and no filing of, or amendment or supplement to, the Proxy Statement will be made by MLP or Parent, and no filing of, or amendment or supplement to, the Schedule 13E-3 will be made by MLP, without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to MLP or Parent, or any of their respective Affiliates, directors or officers, is discovered by MLP or Parent that should be set forth in an amendment or supplement to any of the Registration Statement, the Proxy Statement or the Schedule 13E-3, so that any such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be jointly prepared and promptly filed with the SEC and, to the extent required by Law, disseminated to the MLP Unitholders and Parent Unitholders. The parties shall notify each other promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to any of the Proxy Statement, the Registration Statement or the Schedule 13E-3 o...
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Unitholders Meeting. 48 ARTICLE VIII
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Unitholders Meeting. The Partnership will take all action -------------------- necessary in accordance with applicable law and its Limited Partnership Agreement to convene a meeting of its unitholders to consider and vote upon this Agreement and the transactions contemplated hereby, and the amendments to its Certificate of Limited Partnership and Limited Partnership Agreement contemplated by Section 2.8.
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Unitholders Meeting. (a) The Partnership will take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene the Partnership Unitholders Meeting as promptly as reasonably practicable after the Registration Statement is declared effective and the SEC advises it has no further comments on the Proxy/Prospectus to consider and vote upon the approval of this Agreement and to cause such vote to be taken, and shall not postpone or adjourn such meeting except to the extent required by Law or pursuant to Section 8.4(b). Notwithstanding the foregoing, if the partnership delivers a notice of an intent to make a Change of Recommendation pursuant to Section 8.2(d)(ii) or Section 8.2(d)(iii) within the five days prior to the Original Date or any date that the Partnership Unitholders Meeting is scheduled to be held thereafter in accordance with the terms of this Section 8.4, if directed by Parent, the Partnership shall as promptly as practicable thereafter postpone or adjourn the Partnership Unitholders Meeting for up to ten days in accordance with Parent’s direction. Subject to Section 8.2 of this Agreement, the Partnership Board shall recommend such approval and shall take all lawful action to solicit such approval.
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Related to Unitholders Meeting

  • Stockholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Shareholders Meeting (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

  • Company Stockholders Meeting The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the holders of Company Stock (such meeting, including as it may be adjourned or postponed from time to time, the “Company Stockholders’ Meeting”) for the purpose of obtaining the Company Stockholder Approval. Subject to Section 6.4, the Company Board shall recommend that the holders of Company Stock approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger (the “Company Board Recommendation”). Unless the Company Board has effected a Company Adverse Recommendation Change in accordance with Section 6.4, the Company shall use its reasonable best efforts to solicit from the holders of Company Stock proxies in favor of the adoption and approval of this Agreement and to take all other action necessary or advisable to secure the Company Stockholder Approval. Subject to Section 6.4, the Proxy Statement shall include the Company Board Recommendation. Notwithstanding anything in this Agreement to the contrary, unless this Agreement is terminated in accordance with Article X, the Company shall submit this Agreement for adoption and approval by the holders of Company Stock at the Company Stockholders’ Meeting. Notwithstanding anything in this Agreement to the contrary, the Company may postpone or adjourn the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining the Company Stockholder Approval, (ii) for the absence of quorum and (iii) to allow reasonable additional time for the filing and/or mailing of any supplemental or amended disclosure that the Company has determined after consultation with outside legal counsel is necessary under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the holders of Company Stock prior to the Company Stockholders’ Meeting. The only matters to be voted upon at the Company Stockholders’ Meeting are the matters required pursuant to the Company Stockholder Approval and routine proposals required in connection with such vote.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. 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 shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Company Shareholders Meeting (a) Subject to Section 9.01, as promptly as practicable, but in any event, no later than ten (10) calendar days, after the SEC confirms that it has no further comments on the Schedule 13E-3 and Proxy Statement, the Company shall take all lawful action to call, give notice of, and convene the Company Shareholders’ Meeting for the purpose of obtaining the Company Shareholder Approval. As soon as reasonably practicable, but no later than the thirtieth calendar day after the date on which the notice of the Company Shareholders’ Meeting is issued, the Company shall hold such Company Shareholders’ Meeting in accordance with its memorandum and articles of association; provided, however, for the avoidance of doubt, the Company may postpone or adjourn the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (ii) if at the time the Company Shareholders’ Meeting proceeds to business there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Company Shareholders’ Meeting; or (iii) to allow reasonable time for the filing and mailing of any supplemental or amended disclosure which the Company Board has determined in good faith after consultation with outside counsel is necessary or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting. Parent may request once that the Company adjourn or postpone the Company Shareholders’ Meeting for up to thirty (30) calendar days (but in any event no later than five (5) Business Days prior to the End Date), (x) if as of the time for which the Company Shareholders’ Meeting is originally scheduled (as set forth in the Proxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Company Shareholder Approval or (y) in order to allow reasonable additional time for (1) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (2) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Company Shareholders’ Meeting, in which event the Company shall, in each case, cause the Company Shareholders’ Meeting to be postponed or adjourned in accordance with Parent’s request.

  • Holders Meetings Section 9.01. Purpose of Meetings 45 Section 9.02. Call of Meetings by Trustee 45 Section 9.03. Call of Meetings by Company or Holders 45 Section 9.04. Qualifications for Voting 46 Section 9.05. Regulations 46 Section 9.06. Voting 46 Section 9.07. No Delay of Rights by Meeting 47

  • Stockholder Meeting In the event that Section 251(h) of the DGCL is inapplicable to the Merger, then Parent and the Company shall as promptly as practicable, (a) prepare and cause to be filed with the SEC a preliminary proxy statement in connection with noticing and convening a meeting of the holders of Company Shares for purposes of obtaining from such holders of the Company Shares the adoption of this Agreement and the approval of the Merger (a “Stockholders Meeting”), (b) resolve any comments to such preliminary proxy statement (if any) from the SEC (and the Company shall notify Parent of any such comments from, or correspondence with, the SEC regarding the proxy statement and afford Parent and its counsel the reasonable opportunity to review and comment on such SEC comments and responses thereto prior to filing with the SEC) and mail the definitive proxy statement to holders of Company Shares, (c) set a record date for a Stockholders Meeting, (d) vote all Company Shares received by Acquisition Sub in the Offer in favor of the adoption of this Agreement and the approval of the Merger, and (e) cause the meeting to be held in accordance with applicable Law and cause the Merger to be effected pursuant to Section 251 or Section 253 of the DGCL. Subject to the terms of this Agreement, the Company shall include in the proxy statement, and not subsequently withdraw or modify in any manner adverse to Parent or Acquisition Sub, the unanimous recommendation of the Company Board of Directors that the stockholders adopt this Agreement and approve the Merger and the other Transactions and shall use its reasonable best efforts to obtain such approval. From the Acceptance Time until the consummation of the Merger, in no event shall Parent amend (or permit to be amended) any provision of this Agreement in any manner which would (i) alter or change the amount or form of the Merger Consideration or (ii) otherwise adversely affect the holders of Company Shares. All holders of Company Shares after the Acceptance Time shall be express third party beneficiaries of this Section 7.11. Notwithstanding anything to the contrary set forth in this Agreement, if the Merger cannot be effected pursuant to Section 251(h) of the DGCL and Parent, Acquisition Sub and any other Parent Subsidiary holds in the aggregate at least ninety percent (90%) of the then issued and outstanding Company Shares immediately following the consummation of the Offer, then each of Parent, Acquisition Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement.

  • Shareholder Meeting Subject to the other provisions of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company shall take all action necessary in accordance with the BC Act and its Memorandum of Association and Articles of Association to duly call, give notice of, convene and hold a meeting of its shareholders to be held as promptly as reasonably practicable at a location in the United States of America following the mailing of the Proxy Statement for the purpose of obtaining the Company Shareholder Approval (the “Company Meeting”) and, subject to Section 6.3 of this Agreement, shall, through its Board of Directors, recommend to its shareholders the approval of this Agreement, the Merger and the other transactions contemplated hereby (the “Company Recommendation”); provided, however, that the Company shall be permitted to delay or postpone convening the Company Meeting (but not beyond the Termination Date) if in the good faith judgment of the Board of Directors of the Company or any committee thereof (after consultation with its outside legal advisors) such delay or postponement of the Company Meeting is consistent with its fiduciary duties under applicable Law. Subject to Section 6.3 of this Agreement and unless this Agreement has been terminated pursuant to Section 8.1, the Company will use its reasonable best efforts to solicit from its shareholders proxies to be exercised in favor of the approval of this Agreement and the Merger. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with Section 8.1, the Company will take all of the actions contemplated by this Section 6.4, regardless of whether the Board of Directors of the Company shall have effected a Company Change in Recommendation; provided that in such event and notwithstanding anything to the contrary in this Agreement, Parent and Merger Sub make no representation or warranty as to the validity of the Company Meeting or the Merger under the BC Act, this Agreement or otherwise.

  • Parent Stockholders’ Meeting (i) Parent will, in accordance with applicable Law and its certificate of incorporation and bylaws, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene and hold a meeting of holders of capital stock of Parent to consider and vote upon the issuance of Series C Common Stock in connection with the Merger (the “Parent Stockholders Meeting”) as promptly as practicable. Subject to the provisions of Section 6.3, the Parent board of directors shall include the Parent Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Parent Stockholders Meeting that the holders of capital stock of Parent approve the issuance of the Series C Common Stock in connection with the Merger and shall use its reasonable best efforts to obtain and solicit such approval. Notwithstanding the foregoing, if on a date preceding the date on which or the date on which the Parent Stockholders Meeting is scheduled, Parent reasonably believes that (i) it will not receive proxies representing the Parent Requisite Vote, whether or not a quorum is present, or (ii) it will not have enough shares of Parent Common Stock and Parent Preferred Stock represented to constitute a quorum necessary to conduct the business of the Parent Stockholders Meeting, Parent may postpone or adjourn, or make one or more successive postponements or adjournments of, the Parent Stockholders Meeting as long as the date of the Parent Stockholders Meeting is not postponed or adjourned more than an aggregate of fifteen (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 6.5(c), Parent may postpone or adjourn the Parent Stockholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent 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 Parent prior to the Parent Stockholders Meeting.

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