Special Meeting of Stockholders. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board, the Chairperson of the Board or the Chief Executive Officer of the Corporation, and may not be called by another other Person or Persons; provided that, prior to the Final Conversion Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of stockholders of the Corporation collectively holding shares of capital stock of the Corporation with voting power sufficient to provide the Requisite Stockholder Consent. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Special Meeting of Stockholders. Subject to the rights of any series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer, the Lead Independent Director (as defined in the Bylaws) or the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by the stockholders or any other person or persons.
Special Meeting of Stockholders. As promptly as practicable after the date hereof, Target shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene a special meeting of its stockholders (the "Special Meeting") for the purposes of voting upon the adoption of this Agreement, and the transactions contemplated hereby. Target shall consult with Acquiror regarding the date of the Special Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Special Meeting without the consent of Acquiror. Target shall use its best efforts to solicit from the stockholders of Target proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required under Delaware Law and its Certificate of Incorporation and Bylaws to effect the Merger.
Special Meeting of Stockholders. (a) The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, convene, and hold a special meeting of its stockholders as promptly as practicable after the date hereof to consider and vote upon the matters described in the Stockholders Voting Agreement dated as of October 31, 2000 by and among the Company and certain of its stockholders (the "Stockholder Approval"). The Company shall not mail or otherwise distribute the proxy statement or information statement (or any related proxy materials or amendments or supplements thereto, if any) relating to such special meeting to its stockholders without consultation with Investors and their counsel, and such proxy statement or information statement and such other items shall be in such form as Investors and their counsel shall approve (such approval not to unreasonably withheld.
Special Meeting of Stockholders. Within 45 days from the Closing Date, the Company shall filed a preliminary proxy statement for a special meeting of its stockholders, which such meeting shall be held within 120 days of the Closing Date, in order to submit to its stockholders (i) a proposal to approve an amendment to the Company's Articles of Incorporation authorizing the creation of 15,000,000 shares of "blank check" preferred stock (such shareholder approval, the "Preferred Stock Authorization") and (ii) approve the Offering and the issuance of the Notes, Warrants, the Preferred Shares and the Underlying Shares hereunder, as required pursuant to the rules of The NASDAQ Stock Market LLC.
Special Meeting of Stockholders. The Corporate Parties agree to use commercially reasonable efforts to continue to obtain the permission of the Chancery Court to adjourn the Special Meeting of Stockholders ordered by the Chancery Court in the Xxxxx Chancery Litigation until such time as the Company settles the Xxxxx Chancery Litigation. In the event a settlement is not reached that provides for the cancellation of the Special Meeting of Stockholders, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to support the Company’s request in the XXXX Adversary Proceeding for an injunction against the conduct of the Special Meeting. In the event the Bankruptcy Court declines to issue such an injunction, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to vote the shares they own of the Company’s common stock at the Special Meeting of Stockholders and at any adjournment or postponement thereof against removal of any Directors. If no quorum is present at any time the Special Meeting of Stockholders is called to order, Xxxxxx Energy and the Director Parties further agree to vote the shares they own of the Company’s common stock for adjournment of the Special Meeting until the date proposed for adjournment by resolution of the Board of Directors.
Special Meeting of Stockholders. Our bylaws provide that special meetings of our stockholders may be called by the directors or by any officer instructed by the directors to call the meeting.
Special Meeting of Stockholders. Only such business shall be conducted at a special meeting of Stockholders as shall have been properly brought before the meeting in accordance with Section 2.2. Nominations of persons for election to the Board may be made at a special meeting of Stockholders at which Directors are properly to be elected only (1) by or at the direction of the Board or (2) by any Stockholder who (A) was a Stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf any nomination is made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving of notice provided for in this Section 2.10 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with this paragraph (b) and paragraph (a)(3) of this Section 2.10 as to such nominations. Without qualification, in order for a Stockholder to present any nominations of persons for election to the Board at such a special meeting, pursuant to clause (2) of this paragraph (b), the Stockholder must (x) have given timely notice thereof in writing and in proper form to the Secretary of the Corporation (which notice shall include disclosure of the information that is required by the applicable provisions of paragraph (a)(3) of this Section 2.10) and (y) provide any updates or supplements to such notice at the times and in the forms required by paragraph (a)(4) of this Section 2.10. To be timely, a Stockholder’s notice shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to the date of such special meeting and not later than the close of business on the later of (x) the ninetieth day prior to the date of such special meeting and (y) the tenth day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the Board to be elected at such special meeting. In no event shall any adjournment of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.
Special Meeting of Stockholders. (a) If required by applicable law in order to consummate the Merger, the Company agrees to take all steps necessary to cause a special meeting of the Stockholders (the "Special Meeting") to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment and purchase of shares of Company Common Stock by the Parent or its affiliates pursuant to the Offer for the purpose of voting to approve this Agreement and the Merger. In connection with the Special Meeting, the Board of Directors of the Company shall, subject to the Board's fulfillment of its fiduciary duties under applicable Law, unanimously recommend to the Stockholders that the Stockholders vote in favor of the approval of this Agreement and the Merger.
Special Meeting of Stockholders. 46 5.12 Voting Agreements; Lockup Agreements.......................................................... 46 5.13 Maintenance of Genovo Indemnification Obligations............................................. 47
