Preliminary Proxy definition
Examples of Preliminary Proxy in a sentence
PDC shall provide to the Committee, prior to filing, drafts of the Preliminary Proxy, the Proxy Statement and any amendments or supplements thereto, give the Committee and its counsel reasonable opportunity to comment on the same, and provide the Committee and its counsel with any other documents reasonably related to the Proxy Statement (including any correspondence from or to the SEC or its staff concerning the Preliminary Proxy, the Proxy Statement, or any supplement or amendment thereto).
Each of Parent and Merger Sub shall furnish to the Company the information relating to it required by the Exchange Act and the rules and regulations thereunder to be included in the Preliminary Proxy Statement.
The Company shall pay the filing fees for the Preliminary Proxy Statement.
As promptly as practicable after the execution of this Agreement, ECDV shall prepare and file with the SEC the Preliminary Proxy Statement.
Anything to the contrary contained herein notwithstanding, Seller shall not (except to the extent required by law) include in its Preliminary Proxy Statement or Definitive Proxy Statement any information with respect to Purchaser, or any of its officers, directors, affiliates or associates, or Purchaser's plans or intentions, the form and content of which shall not have been approved by Purchaser prior to such inclusion, such approval not to be unreasonably withheld.
The Company shall give Parent a reasonable opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Schedule 13E-3, the Preliminary Proxy Statement or the Proxy Statement prior to transmission to the SEC or its staff and shall not, unless required by Law, transmit any such material to which Parent reasonably objects.
If Section 1.4 becomes applicable, the Company shall, as soon as reasonably practicable after the termination of the Offer pursuant to Section 1.4, prepare a preliminary form of the Company Proxy Statement (the "Company Preliminary Proxy Statement").
The Company shall provide the Investor (and its legal counsel, if requested) a reasonable opportunity to review and provide comments to the Preliminary Proxy Statement and shall consider incorporating such comments in good faith.
In preparing the Preliminary Proxy Statement, the Company shall prepare proposal language reasonably designed to obtain a favorable vote of the Company’s stockholders and the Board of Directors of the Company shall, unless its fiduciary duties require otherwise, recommend that the stockholders vote in favor of the proposal.
In the event that Stockholder Approval is not obtained at the special stockholder meeting for which the Preliminary Proxy Statement was prepared, the Company agrees to continue to seek Stockholder Approval, in a manner consistent with the terms set forth in this Section 3.1(i), at each annual meeting of stockholders held during the Contingent Right Term until such approval has been obtained.