Meeting of Stockholders. Except as set forth in Section 8.3 hereof, (i) the Company acting through the Board shall take all action necessary in accordance with applicable law and its certificate of incorporation and by-laws, including the timely mailing of the Proxy Statement, to convene the Special Meeting as promptly as practicable after SEC clearance of the Proxy Statement to consider and vote upon the approval of this Agreement and the transactions contemplated hereby, and (ii) the Board, based on the recommendation of the Independent Director, shall recommend such approval and shall take all lawful action to solicit such approval.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (Stratosphere Corp), Agreement and Plan of Merger (American Real Estate Partners L P)
Meeting of Stockholders. Except as set forth in Section 8.3 6.4 hereof, (i) the Company acting through the Board shall take all action necessary in accordance with applicable law and its certificate of incorporation and by-laws, including the timely mailing of the Proxy Statement, to convene the Special Meeting as promptly as practicable after SEC clearance of the Proxy Statement to consider and vote upon the approval of this Agreement and the transactions contemplated hereby, and (ii) the Board, based on the recommendation of the Independent DirectorSpecial Committee, shall recommend such approval and shall take all lawful action to solicit such approval.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solomon Page Group LTD), Agreement and Plan of Merger (Solomon Page Group LTD)
