Common use of Adjournment of Company Stockholder Meeting Clause in Contracts

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than twenty (20) Business Days in the aggregate pursuant to clause (i) or this clause (ii) without the prior written consent of Parent); (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law to postpone or adjourn the Company Stockholder Meeting to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Del Frisco's Restaurant Group, Inc.)

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Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number of shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than twenty (20) Business Days in the aggregate pursuant to clause (i) or this clause (ii) without the prior written consent of Parent)Meeting; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff staff; or (iv) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it such postponement or adjournment is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company StockholdersStockholders (including in connection with any Company Board Recommendation Change).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology Inc.)

Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing or adjourning the Company Stockholder Meeting (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient number shares of the Company Class A Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than twenty (20) Business Days in the aggregate pursuant to clause (i) or this clause Meeting; (ii) without to allow additional solicitation of votes in order to obtain the prior written consent of Parent)Requisite Stockholder Approval; (iii) if the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law or a request from the SEC or its staff staff; or (iv) if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under applicable Law necessary or appropriate to postpone or adjourn the Company Stockholder Meeting Meeting, including in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company StockholdersStockholders (including in connection with any Company Board Recommendation Change); provided that in no event will the Company adjourn the meeting for more than three occasions for no more than ten Business Days per occasion without the prior written consent of Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Otelco Inc.)

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Adjournment of Company Stockholder Meeting. Notwithstanding anything to the contrary in this Agreement, nothing will prevent the Company from postponing will be permitted to postpone or adjourning adjourn the Company Stockholder Meeting if, but only if, (i) to allow additional solicitation of votes in order to obtain the Requisite Stockholder Approval; (ii) if there are holders of an insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting (it being understood that the Company may not postpone or adjourn the Company Stockholder Meeting more than two times or for more than twenty (20) Business Days in the aggregate pursuant to clause (i) or this clause Meeting; (ii) without the prior written consent of Parent); (iii) the Company is required to postpone or adjourn the Company Stockholder Meeting by applicable Law Law, order or a request from the SEC or its staff staff; or (iviii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is reasonably likely to be required under by applicable Law to postpone or adjourn the Company Stockholder Meeting Meeting, including, if the Company Board has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law, in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders.Stockholders by issuing a press release, filing materials with the SEC or otherwise. In no event will the Company Stockholder Meeting be postponed or adjourned

Appears in 1 contract

Samples: Agreement and Plan of Merger

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