THE SPECIAL MEETING. 48 Date, Time, and Place of the Special Meeting.............. 48
THE SPECIAL MEETING of Issuer's shareholders held for the purpose of voting on the Agreement shall not have been held pursuant to the Agreement or shall have been canceled prior to termination of the Agreement, or for any reason whatsoever Issuer's Board of Directors shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Grantee the recommendation of Issuer's Board of Directors, that Issuer's shareholders approve the Agreement, or if Issuer or Issuer's Board of Directors fails to oppose any proposal by any Person (other than Grantee or any Grantee Subsidiary) respecting an Acquisition Transaction (unless advised by counsel to Issuer that Issuer's or Issuer's Board of Directors' failure to so oppose is necessary in order to satisfy the fiduciary duty owed by Issuer's Board of Directors to Issuer's shareholders); or
THE SPECIAL MEETING. 25 Date, Time and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Purpose of the Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Recommendation of the Triple-S Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Record Date; Stockholders Entitled to Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
THE SPECIAL MEETING. 11 Interests of Triple-S’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . . . . . 12 Directors’ and Officers’ Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Market Prices of Triple-S Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Litigation Related to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE SPECIAL MEETING. This proxy statement is being provided to the stockholders of Triple-S as part of a solicitation of proxies by the Triple-S board of directors for use at the special meeting to be held at the time specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides stockholders of Triple-S with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.
THE SPECIAL MEETING. This proxy statement is being provided to CorePoint stockholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.
THE SPECIAL MEETING. The Partnership agrees that, as soon as practical following the Closing, it will call the Special Meeting for the purpose of considering and voting upon the following proposals (collectively, the "Proposals"):
THE SPECIAL MEETING. Subject to the terms of this Agreement and the Interim Order, Zymeworks shall convene and conduct the Special Meeting in accordance with the Governing Documents of Zymeworks, applicable Law and the Interim Order as soon as reasonably practicable after the date of the Interim Order to consider the Redomicile Resolution (and for any other proper purpose as may be set out in the notice for the Special Meeting, as determined by Zymeworks). Zymeworks shall use reasonable efforts to obtain the Required Approval in respect of the Redomicile Resolution.
THE SPECIAL MEETING. Hostopia is furnishing this Circular to Hostopia stockholders as part of the solicitation of proxies by management of Hostopia for use at the special meeting.
THE SPECIAL MEETING. New Senior has agreed to establish a record date for, call, give notice of, convene and hold the Special Meeting as promptly as practicable following the date on which the registration statement on Form S-4 of which this proxy statement/prospectus forms a part is declared effective by the SEC (with the date initially set for the Special Meeting to be no more than 45 days following such effective date), and that New Senior and the New Senior Board will not propose any matters to be voted on at the Special Meeting other than the proposals contained in this proxy statement/prospectus. Unless the New Senior Board has made a New Senior Adverse Recommendation Change (as defined in the section entitled “The Merger Agreement — No Solicitation; Change in New Senior Board Recommendation” beginning on page 78 of this proxy statement/prospectus) in accordance with the Merger Agreement (i) New Senior and the New Senior Board have agreed to use their reasonable best efforts to obtain from the stockholders of New Senior the approval of the Merger Proposal and conduct any proxy solicitation exercise and undertake any other steps as may reasonably be requested by Ventas to assist in obtaining the approval of the Merger Proposal and (ii) New Senior has agreed that the New Senior Board will recommend to New Senior’s stockholders the approval of the Merger Proposal (which we refer to as the “New Senior Board Recommendation”). New Senior has agreed not to postpone or adjourn the Special Meeting without the consent of Ventas, except that the Special Meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if New Senior reasonably expects that there will be insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. However, the Merger Agreement provides that New Senior may not adjourn the Special Meeting without Ventas’s prior written consent to a date that is (i) more than 10 business days after it is then scheduled, (ii) more than 60 days after the date for which the Special Meeting was originally scheduled or (iii) less than 10 business days prior to the Outside Date. New Senior may also adjourn the Special Meeting without Xxxxxx’s consent in certain additional circumstances if required to enable New Senior or Ventas to comply with the requirement in the Merger Agreement to provide notice to the other party 10 business days prior to the Special Meeting if i...
