Stockholder Approvals; Recommendations Sample Clauses

Stockholder Approvals; Recommendations. (a) The Company, acting through its Board of Directors, shall (i) call, give notice of, convene and hold a special meeting of the holders of Company Common Stock for the purpose of voting upon this Agreement and the Merger (the "Special Meeting") and (ii) subject to Section 4.16(b), include in the Joint Proxy Statement the recommendation of its Board of Directors that holders of Company Common Stock approve and adopt this Agreement and approve the Merger at the Special Meeting. The Special Meeting will be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited, in connection with the Special Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees. The Company's obligation to call, give notice of, convene and hold the Special Meeting in accordance with this Section 4.7(a) shall not be limited or otherwise affected by the disclosure, announcement, commencement, submission or making of any Superior Proposal or other Takeover Proposal, or by any withdrawal or modification of the recommendation of the Board of Directors of the Company with respect to the Merger. The Company shall not be permitted to delay, adjourn, postpone or reschedule the Special Meeting, or delay the vote of the Company's stockholders on the Merger, without Parent's prior written consent (which consent will not be unreasonably withheld or delayed if the need for the delay, adjournment, postponement or rescheduling of the Special Meeting or the delay in such vote is attributable solely to factors outside the Company's control).
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Stockholder Approvals; Recommendations. The Company, acting through its Board of Directors, shall (i) call, give notice of, convene and hold a special meeting of the holders of Company Common Stock for the purpose of voting upon the sale of the Shares (the "SPECIAL MEETING") and (ii) include in the Proxy Statement the recommendation of its Board of Directors that holders of Common Stock approve the sale of Shares at the Special Meeting. The Special Meeting will be held as promptly as practicable. The Company shall ensure that the Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited, in connection with the Special Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees. The Company shall not be permitted to delay, adjourn, postpone or reschedule the Special Meeting, or delay the vote of the Company's stockholders on the sale of Shares, without Purchasers' prior written consent (which consent will not be unreasonably withheld or delayed if the need for the delay, adjournment, postponement or rescheduling of the Special Meeting or the delay in such vote is attributable solely to factors outside the Company's control). Notwithstanding anything to the contrary contained in this Section 8(m), the Company's Board of Directors shall not be permitted to withdraw or modify its recommendation in favor of the sale of Shares.
Sample 1
Stockholder Approvals; Recommendations. Holdings, acting through its Board of Directors, shall call, give notice of, convene and hold a special meeting of the holders of the Holdings Shares for the purpose of voting upon this Agreement, the Securities Purchase Agreement (as such term is defined in Section 8.2), the Share Exchange Agreements (as such term is defined in Section 8.4), the Merger Agreement (as such term is defined in Section 8.5), the SIBL Indemnification Agreement (as such term is defined in Section 8.9, the Framework Agreement (as such term is defined in Section 8.10) and the transactions contemplated herein and therein and the redomestication of Holdings discussed in Section 8.5 (collectively, the “Proposed Transactions”)) (the “Special Meeting”). The Special Meeting will be held as promptly as practicable following the execution of this Agreement. Holdings shall ensure that the Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Special Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees, including applicable federal and state securities laws. Holdings shall solicit from holders of the Holdings Shares entitled to vote at the Special Meeting proxies in favor of the approval and adoption of the terms of the Proposed Transactions by the holders of a majority of the Holdings Shares, excluding Buyer and SIBL and any Affiliates (as such term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended) thereof (the “Holdings Stockholder Approval”). In lieu of holding the Special Meeting, to the extent feasible, Holdings may obtain the Holdings Stockholder Approval by obtaining a written consent executed by the requisite stockholders, which written consent shall comply with applicable law; provided that Holdings provides those stockholders who do not execute such written consent an information statement and other information required to be provided pursuant to and such written consent is otherwise obtained in compliance with all applicable laws, regulations, orders, judgments and decrees, including applicable federal and state securities laws.
Sample 1
Stockholder Approvals; Recommendations. (a) The Company, acting through its Board of Directors, shall (i) call, give notice of, convene and hold a special meeting of the holders of Company Common Stock for the purpose of voting upon this Agreement and the Merger (the "Special Meeting") and (ii) subject to Section 5.02(b), include in the Proxy Statement the recommendation of its Board of Directors that holders of Company Common Stock approve and adopt this Agreement and approve the Merger at the Special Meeting. The Special Meeting will be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited, in connection with the Special Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees. The Company's obligation to call, give notice of, convene and hold the Special Meeting in accordance with this Section 6.02(a) shall not be limited or otherwise affected by the disclosure, announcement, commencement, submission or making of any Superior Proposal or other Acquisition Proposal, or by any withdrawal or modification of the recommendation of the Board of Directors of the Company with respect to the Merger. The Company shall, at the direction of Parent, solicit from holders of Company Shares entitled to vote at the Special Meeting proxies in favor of the Company
Sample 1
Stockholder Approvals; Recommendations. (a) The Company, acting through its Board of Directors, shall (i) call, give notice of, convene and hold a special meeting of the holders of Company Common Stock for the purpose of voting upon this Agreement and the Merger (the "Special Meeting") and (ii) subject to Section 5.02(b), include in the Proxy Statement the recommendation of its Board of Directors that holders of Company Common Stock approve and adopt this Agreement and approve the Merger at the Special Meeting. The Special Meeting will be held as promptly as practicable after the Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Special Meeting is called, noticed, convened, held and conducted, and that all proxies solicited, in connection with the Special Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees. The Company's obligation to call, give notice of, convene and hold the Special Meeting in accordance with this Section 6.02(a) shall not be limited or otherwise affected by the disclosure, announcement, commencement, submission or making of any Superior Proposal or other Acquisition Proposal, or by any withdrawal or modification of the recommendation of the Board of Directors of the Company with respect to the Merger. The Company shall, at the direction of Parent, solicit from holders of Company Shares entitled to vote at the Special Meeting proxies in favor of the Company Stockholder Approval. The Company shall not be permitted to delay, adjourn, postpone or reschedule the Special Meeting, or delay the vote of the Company's stockholders on the Merger, without Parent's prior written consent (which consent will not be unreasonably withheld or delayed if the need for the delay, adjournment, postponement or rescheduling of the Special Meeting or the delay in such vote is attributable solely to factors outside the Company's control).
Sample 1
Stockholder Approvals; Recommendations. The Company, acting through its Board of Directors, shall call, give notice of, convene and hold a meeting of the holders of the Common Stock of the Company for the purpose of voting upon the sale of the Shares (the "Stockholders' Meeting"). The Company shall ensure that the Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Stockholders' Meeting are solicited in compliance with all applicable laws, regulations, orders, judgments and decrees.
Sample 1

Related to Stockholder Approvals; Recommendations

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Stockholders Approval (a) Company shall, as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement, submit this Agreement and the transactions contemplated hereby for the approval of its stockholders at a meeting of stockholders (the "Company Stockholders Meeting", which term shall include any postponements or adjournments of such meeting). Unless otherwise required under the applicable fiduciary duties of the Board of Directors of Company, as determined by such directors in good faith after consultation with and based upon the opinion of outside legal counsel, Company shall (i) recommend adoption of this Agreement and approval of the Merger by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use all reasonable best efforts to solicit from its respective stockholders proxies in favor of adoption of this Agreement and approval of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals (the "Company Stockholder Approval"). Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 4.5 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. The Company Stockholders Meeting shall be held as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement. To the extent permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all shares of Company Common Stock beneficially owned by them in favor of the Merger.

  • Company Board Recommendation (a) The Company hereby consents to the Offer and represents, as of the date of this Agreement, that the Company Board, at a meeting duly called and held, has unanimously made the Company Board Recommendation. Subject in each case to Section 6.1(b), the Company hereby consents to the inclusion of a description of the Company Board Recommendation in the Offer Documents and, during the Pre-Closing Period, neither the Company Board nor any committee thereof shall (i) (A) fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), or publicly propose to fail to make, withdraw (or modify or qualify in a manner adverse to Parent or Purchaser), the Company Board Recommendation or (B) approve, recommend or declare advisable, or publicly propose to approve, recommend, endorse or declare advisable, any Acquisition Proposal, (ii) fail to include the Company Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in clause (i) or (ii) being referred to as a “Company Adverse Change Recommendation”), (iii) publicly make any recommendation in connection with a tender offer or exchange offer (other than the Offer) other than a recommendation against such offer or (iv) approve, recommend or declare advisable, or propose to approve, recommend or declare advisable, or allow the Company to execute or enter into any Contract (other than an Acceptable Confidentiality Agreement) with respect to any Acquisition Proposal requiring, or reasonably expected to cause, the Company to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the Transactions.

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