Common use of Meeting of Stockholders Clause in Contracts

Meeting of Stockholders. The Company shall, promptly after the date hereof, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Company Stockholders Meeting within 45 days of the Registration Statement being declared effective by the SEC, whether or not the Company Board determines at any time after the date hereof that the Merger is no longer advisable. The Company shall consult with Parent regarding the date of the Company Stockholders Meeting. Subject to Section 5.2 and Section 5.6 hereof, the Company shall use commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Pairgain Technologies Inc /Ca/), Agreement and Plan of Merger (Adc Telecommunications Inc), Agreement and Plan of Merger (Adc Telecommunications Inc)

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Meeting of Stockholders. The Company shall, shall promptly after the date hereof, hereof take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Company Stockholders Meeting within 45 forty-five (45) days of after the Registration Statement being has been declared effective by the SEC, whether or not the Company Board determines at any time after the date hereof that the Merger is no longer advisable. The Company shall consult with Parent regarding the date of the Company Stockholders MeetingMeeting and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting without the consent of Parent. Subject to Section 5.2 and Section 5.6 hereof6.1, the Company shall use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger adoption of this Agreement and shall take all other commercially reasonable action reasonably necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Ikos Systems Inc), Agreement and Plan of Merger and Reorganization (Ikos Systems Inc)

Meeting of Stockholders. The Company shall, shall promptly after the date hereof, hereof take all action necessary in accordance with the DGCL Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders Meeting within 45 days of the Registration Statement being declared effective by the SEC, whether or not the Company Board determines at any time after the date hereof that the Merger is no longer advisable. The Company shall consult with Parent regarding the date of the Company Stockholders Meeting and use all reasonable efforts and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting. Subject , subject to Section 5.2 and Section 5.6 hereof5.1, without the consent of Parent. Company shall use commercially its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Cisco Systems Inc), Agreement and Plan of Merger and Reorganization (Cisco Systems Inc)

Meeting of Stockholders. The Company shall, shall promptly after the date hereof, hereof take all action necessary in accordance with the DGCL Washington Law and its Certificate Articles of Incorporation and Bylaws to convene the Company Stockholders Meeting within 45 days of the Registration Statement being declared effective by the SEC, whether or not the Company Board determines at any time after the date hereof that the Merger is no longer advisable. The Company shall consult with Parent regarding the date of the Company Stockholders Meeting and use all reasonable efforts and shall not postpone or adjourn (other than for the absence of a quorum) the Company Stockholders Meeting, without the consent of Parent. Subject to Section 5.2 and Section 5.6 hereof, the Company shall use commercially its reasonable best efforts to solicit from stockholders of the Company proxies in favor of adoption of this Agreement and the Merger and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Active Voice Corp)

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Meeting of Stockholders. The Company shall, promptly after the date hereof, take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Company Stockholders Meeting within 45 30 days of the Registration Statement being declared effective by the SEC, whether or not the Company Board determines at any time after the date hereof that the Merger is no longer advisable. The Company shall consult with Parent regarding the date of the Company Stockholders Meeting. Subject to Section 5.2 and Section 5.6 hereof, the Company shall use commercially reasonable its best efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other commercially reasonable action necessary or advisable to secure the vote or consent of stockholders required to effect the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unitedhealth Group Inc)

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