AIM Notification; Readmission Document Sample Clauses

AIM Notification; Readmission Document. (a) As promptly as reasonably practicable following the execution of this Agreement: (i) Parent shall deliver a notification conforming to the requirements of Schedule Four of the AIM Rules for Companies (the “AIM Notification”). Such AIM Notification shall have been prepared by Parent with the cooperation of Target. (ii) Parent shall use commercially reasonable efforts to prepare and deliver within fourteen (14) days after the date of this Agreement a further admission document in respect of the readmission to AIM of the Parent Common Stock, the Parent Warrants and the Parent Merger Securities to be issued pursuant to this Agreement, conforming to the requirements of Schedule Two of the AIM Rules for Companies (together with all amendments thereto, the “Readmission Document”), prepared in connection with the execution of this Agreement and Parent shall solicit the approval of Parent Stockholders of this Agreement, the Merger and the other actions to be taken in connection therewith. The Readmission Document shall have been prepared by Parent with the cooperation of Target. The Readmission Document shall contain (i) the unanimous recommendation of the Parent Board that Parent Stockholders approve this Agreement, the Merger and the other actions to be taken in connection therewith, including but not limited to (a) a proposal to amend Parent’s certificate of incorporation to increase the permitted size of the Parent Board from five (5) to eleven (11) and to elect D▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, H▇▇▇▇▇ ▇▇▇▇▇▇, D▇▇▇▇▇ ▇▇▇▇▇▇ and J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to fill four (4) of the newly created director positions in accordance with Section 6.15 hereof, (b) a proposal to amend Parent’s certificate of incorporation to change Parent’s name to ReSearch Pharmaceutical Services, Inc., (c) a proposal to amend Parent’s certificate of incorporation and bylaws to provide that Parent’s bylaws may be amended by the Parent Board, and (d) a combined proposal to (1) amend Parent’s certificate of incorporation to increase the number of authorized shares of Parent Common Stock from 74,800,000 to 150,000,000, (2) amend Parent’s certificate of incorporation and bylaws to provide that members of the Parent Board may only be removed for cause and (3) approve the Management Employment Agreements and the Service Agreements, and (ii) the conclusion of the Parent Board that the terms and conditions of this Agreement, the Merger and the other actions to be taken in connection therewith are advisable and in the ...