Meeting of the Company Stockholders Sample Clauses

Meeting of the Company Stockholders. (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Nevada Law and its Articles of Incorporation and ByLaws to convene a meeting of the Company's stockholders to consider adoption and approval of this Agreement and approval of the Merger (the "Company Stockholders' Meeting") to be held as promptly as practicable, and in any event (to the extent permissible under applicable Law) within 45 days after the declaration of effectiveness of the Registration Statement. Subject to Section 6.02(c) hereof, the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by Nevada Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Prospectus/Proxy Statement is provided to the Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which the Company Stockholders' Meeting is originally scheduled (as set forth in the Prospectus/Proxy Statement) there are insufficient shares of the Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company's Stockholders' Meeting. The Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with Nevada Law, the Company's Articles of Incorporation and By-Laws, and all other applicable Laws. The Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 6.02(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to the Merger and/or this Agreement.
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Meeting of the Company Stockholders. Promptly after the date hereof, the Company will take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as reasonably practicable for the purpose of voting upon this Agreement. Unless the Special Committee determines after consultation with outside legal counsel that to do so would be inconsistent with the Board's or the Special Committee's fiduciary duties under applicable law, the Company will use its reasonable best efforts to solicit from its stockholders proxies in favor of the approval of this Agreement and the Merger, and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the DGCL to obtain such approvals. Thermo Electron shall vote, or cause to be voted, all of the Company Common Stock then owned by it and any of its subsidiaries in favor of the approval of this Agreement and the Merger.
Sample 1
Meeting of the Company Stockholders. The Company shall take all necessary actions in accordance with applicable law and its Certificate of Incorporation and Bylaws (including providing appropriate instructions to its transfer agent as authorized under the Voting Agreement) to seek and obtain stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders, which is currently scheduled to be held on May 24, 2001(the "Annual Meeting") or, if the Annual Meeting is postponed or delayed for more than thirty (30) days, at a special meeting of stockholders to be held for such purpose on or prior to June 23, 2001 (the "Special Meeting") of (i) the items set forth in the Voting Agreement, including approval of (x) the general voting rights of the Series A Preferred Stock described in the third sentence of Section 8 of the Certificate of Designations and (y) the ability to convert the shares of Series A Preferred Stock into Common Stock as described in Section 6(a) of the Certificate of Designations, and any subsequent issuances of Common Stock upon any such conversion of the Series A Preferred Stock, or in favor of any other proposal the purpose of which is to seek approval of matters relating to the foregoing or the rights intended to be afforded to the holders of the Series A Preferred Stock under the Certificate of Designations that otherwise require approval of the Company's stockholders under applicable rules of the Nasdaq Stock Market to be effective; and (ii) the election of a Board of Directors in conformity with the Board Composition Requirements. The Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval. No amendment or supplement to the proxy statement soliciting proxies in connection with such Annual Meeting or Special Meeting shall be filed or made by the Company without prior consultation with the Investors.
Sample 1
Meeting of the Company Stockholders. The Company shall take all customary actions in accordance with applicable law and its Certificate of Incorporation and By-Laws to seek stockholder approval of a Board of Directors meeting the Board Composition Requirements by the holders of a majority of the outstanding shares of Common Stock at any meeting of stockholders (and with respect to any written consent of stockholders of the Company in lieu of a meeting) at which directors are to be elected. The Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval in accordance with its customary practices.
Sample 1
Meeting of the Company Stockholders. The Company shall take all necessary actions in accordance with applicable law and its Certificate of Incorporation and Bylaws to seek and obtain stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the Company's annual meeting of stockholders (the "ANNUAL MEETING"), of the election of a Board of Directors in conformity with the Board Composition Requirement. The Board of Directors shall recommend such approval, and the Company shall solicit such approval. No amendment or supplement to the proxy statement soliciting proxies in connection with the Annual meeting which relates to the Board Composition Requirement shall be filed or made by the Company without prior consultation with the Investor.
Sample 1
Meeting of the Company Stockholders. The Company shall take ----------------------------------- all customary actions in accordance with applicable law and its Certificate of Incorporation and By-Laws to seek stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before July 13, 1999 (the "Annual Meeting") (i) of the Second Purchase as contemplated hereby, (ii) of an amendment to the Company's certificate of incorporation increasing the authorized number of shares of Common Stock to 30,000,000 (the "Charter Amendment") and (iii) of election of a Board of Directors meeting the Board Composition Requirements (calculated in a manner that gives effect to the purchase of the Shares to be purchased at the Second Closing). The Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval in accordance with its customary practices. No amendment or supplement to the proxy statement soliciting proxies in connection with such Annual Meeting shall be filed or made by the Company without prior consultation with the Purchaser and its counsel.
Sample 1
Meeting of the Company Stockholders. The Company shall take all customary actions in accordance with applicable law and its Certificate of Incorporation and By-Laws to seek stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before July 13, 1999 (the "Annual Meeting") (i) of the Second Purchase as contemplated hereby, (ii) of an amendment to the Company's certificate of incorporation increasing the authorized number of shares of Common Stock to 30,000,000 (the "Charter Amendment") and (iii) of election of a Board of Directors meeting the Board Composition Requirements (calculated in a manner that gives effect to the purchase of the Shares to be purchased at the Second Closing). The Board of Directors of the Company shall recommend such approval, and the Company shall solicit such approval in accordance with its customary practices. No amendment or supplement to the proxy statement soliciting proxies in connection with such Annual Meeting shall be filed or made by the Company without prior consultation with the Purchaser and its counsel.
Sample 1
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Meeting of the Company Stockholders. The Company shall take all customary actions in accordance with applicable law and its Certificate of Incorporation and By-Laws to seek stockholder approval by the holders of a majority of the outstanding shares of Common Stock at the annual meeting of stockholders to be held on or before June 30, 1998 (the "Annual Meeting") of the issuance and sale of the Shares.
Sample 1

Related to Meeting of the Company Stockholders

  • Meeting of Company Stockholders (a) Promptly after the date hereof, Company will take all action necessary in accordance with the Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement (provided that Company and Parent will notice the Company Stockholders' Meeting and the Parent Stockholders' Meeting to be held on the same day, and if Parent adjourns or postpones the Parent Stockholders' Meeting, Company may adjourn or postpone the Company Stockholders' Meeting in order that they be held on the same day), for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. Subject to Section 5.2(c), Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of its stockholders required by the rules of the Nasdaq Stock Market or Delaware Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Company may adjourn or postpone the Company Stockholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Proxy Statement/Prospectus is provided to Company's stockholders in advance of a vote on the Merger and this Agreement or, if as of the time for which Company Stockholders' Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Stockholders' Meeting. Company shall ensure that the Company Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Stockholders' Meeting are solicited, in compliance with the Delaware Law, its Certificate of Incorporation and Bylaws, the rules of the Nasdaq Stock Market and all other applicable legal requirements. Company's obligation to call, give notice of, convene and hold the Company Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Company of any Acquisition Proposal or Superior Offer, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Company with respect to this Agreement or the Merger.

  • Meeting of Stockholders Promptly after the date hereof, each of ----------------------- Avanex and Oplink will take all action necessary or advisable in accordance with Delaware Law and its respective Certificate of Incorporation and Bylaws to call, hold and convene the Oplink Stockholders' Meeting and the Avanex Stockholders' Meeting to consider, in the case of Avanex, the Share Issuance, and in the case of Oplink, approval and adoption of this Agreement and approval of the Merger, respectively (each, a "Stockholders' Meeting"), to be held as promptly as practicable. Subject to Section 5.3(d), each of Avanex and Oplink will use its commercially reasonable efforts to solicit from its respective stockholders proxies in favor of, in the case of Avanex, the Share Issuance, and, in the case of Oplink, the approval and adoption of this Agreement and approval of the Merger, and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders required by the rules of Nasdaq or Delaware Law to obtain such approvals, including, without limitation, engaging one or more nationally recognized proxy solicitation firms and information agents to assist in such solicitation. Notwithstanding anything to the contrary contained in this Agreement, Avanex or Oplink, as the case may be, may adjourn or postpone its Stockholders' Meeting to the extent necessary to facilitate the provision of any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to its respective stockholders in advance of the vote to be taken at such meeting or, if as of the time for which the Stockholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Common Stock of Avanex or Oplink, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such Stockholders' Meeting. Each of Avanex and Oplink shall ensure that its respective Stockholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by it in connection with the Stockholders' Meeting are solicited in compliance with Delaware Law, its Certificate of Incorporation and Bylaws, the rules of Nasdaq and all other applicable Legal Requirements. The obligation of Avanex or Oplink, as the case may be, to call, give notice of, convene and hold its Stockholders' Meeting in accordance with this Section 5.2(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to it of any Acquisition Proposal (as defined in Section 5.3(g)) with respect to it, or by any withdrawal, amendment or modification of the recommendation of its Board of Directors with respect to the Merger, this Agreement and/or the Share Issuance.

  • Meeting of Shareholders 33 5.3 Access to Information....................................................................... 33 5.4 Confidentiality............................................................................. 34 5.5 Public Disclosure........................................................................... 34 5.6

  • Company Stockholders Meeting (a) The Company shall call and hold the Company Stockholders’ Meeting as promptly as practicable after the date on which the Registration Statement becomes effective (but in any event no later than 45 days after the date on which the Proxy Statement is mailed to stockholders of the Company) for the purpose of voting solely upon the Company Stockholder Approval Matters; provided that the Company may postpone or adjourn the Company Stockholders’ Meeting on one or more occasions upon the good faith determination by the Company Board that such postponement or adjournment is necessary to solicit additional proxies to obtain approval of the Company Stockholder Approval Matters. The Company shall use its reasonable best efforts to obtain the approval of the Company Stockholder Approval Matters at the Company Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the Company Stockholder Approval Matters. The Company Board shall recommend to its stockholders that they approve the Company Stockholder Approval Matters (the “Company Board Recommendation”) and shall include such recommendation in the Proxy Statement. Except as may otherwise be required by applicable Law, the Company Board shall not (and no committee or subgroup thereof shall) (i) change, withdraw, withhold, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation, (ii) publicly propose to change, withdraw, withhold, qualify or modify, in a manner adverse to Parent, the Company Board Recommendation or (iii) fail to include the Company Board Recommendation in the Proxy Statement.

  • Required Vote of the Company Stockholders The affirmative vote of the holders of a majority of the outstanding shares of Company Voting Stock in favor of the adoption of this Agreement (the “Company Stockholder Approval”) is the only vote of holders of securities of the Company that is required to approve this Agreement and the transactions contemplated hereby, including the Mergers.

  • Merger Without Meeting of Stockholders Notwithstanding the foregoing, if Sub, or any other direct or indirect subsidiary of Parent, shall acquire at least 90 percent of the outstanding Shares, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after expiration of the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

  • Company Stockholder Meeting The Company shall cause a meeting of its stockholders (the “Company Stockholder Meeting”) to be duly called and held as soon as reasonably practicable, and in any event within 40 days after the date of mailing of the Proxy Statement (with the record date and meeting date for the Company Stockholder Meeting to be selected with the reasonable consent of Parent), for the purpose of voting on the approval and adoption of this Agreement and the Merger; provided that the Company may postpone or adjourn the Company Stockholder Meeting (i) with the consent of Parent, (ii) for the absence of a quorum or (iii) (A) to allow reasonable additional time for any supplemental or amended disclosure which the Company has determined in good faith (after consultation with outside counsel) is necessary under Applicable Law to be disseminated and reviewed by the Company’s stockholders prior to the Company Stockholder Meeting or (B) once for a period not to exceed fifteen days, for additional solicitation of votes in order to obtain the Company Stockholder Approval. The Company shall comply with all Applicable Laws that are applicable to the Company Stockholder Meeting and, unless the Board of Directors shall have effected an Adverse Recommendation Change pursuant to, and in accordance with the terms of, Section 6.03, the Board of Directors (acting on the recommendation of the Special Committee) shall (A) include the Company Recommendation in the Proxy Statement and Schedule 13E-3 and (B) use its reasonable best efforts to obtain the Company Stockholder Approval. Without limiting the generality of the foregoing, unless this Agreement has been terminated in accordance with Section 10.01, this Agreement, the Merger and the other transactions contemplated hereby shall be submitted to the Company’s stockholders at the Company Stockholder Meeting whether or not an Adverse Recommendation Change shall have occurred.

  • Merger Without Meeting of Shareholders Notwithstanding Section 2.10, in the event that Parent, the Purchaser or any other subsidiary of Parent shall acquire, in the aggregate, at least 90% of the outstanding Common Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Date without a meeting of shareholders of the Company, in accordance with Section 60.491 of the OBCA. ARTICLE THREE

  • Company Shareholders Meeting (i) The Company will, as promptly as practicable in accordance with applicable Law and the Company Articles of Incorporation and Company Code of Regulations, establish a record date for, duly call and give notice of, and use its reasonable best efforts to convene a meeting of holders of Shares to consider and vote upon the adoption of this Agreement (the “Company Shareholders Meeting) following the conclusion of the Company Family Meeting. Subject to the provisions of Section 6.2, the Company’s board of directors shall include the Company Recommendation in the Joint Proxy Statement/ Prospectus and recommend at the Company Shareholders Meeting that the holders of Shares adopt this Agreement and shall use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding the foregoing, if on or before the date on which the Company Shareholders Meeting is scheduled, the Company reasonably believes that (i) it will not receive proxies representing the Company Requisite Vote, whether or not a quorum is present or (ii) it will not have enough Shares represented to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting, the Company may postpone or adjourn, or make one or more successive postponements or adjournments of, the Company Shareholders Meeting as long as the date of the Company Shareholders 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(b), the Company may postpone or adjourn the Company Shareholders Meeting to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that the Company 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 shareholders of the Company prior to the Company Shareholders Meeting.

  • 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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