Amendments Meeting of Warrantholders Sample Clauses

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Amendments Meeting of Warrantholders 

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• Final Meeting The goal of this subtask is to complete the closeout of this Agreement. • Meet with Energy Commission staff to present project findings, conclusions, and recommendations. The final meeting must be completed during the closeout of this Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval of the CAM. The technical and administrative aspects of Agreement closeout will be discussed at the meeting, which may be divided into two separate meetings at the CAM’s discretion. o The technical portion of the meeting will involve the presentation of findings, conclusions, and recommended next steps (if any) for the Agreement. The CAM will determine the appropriate meeting participants. o The administrative portion of the meeting will involve a discussion with the CAM and the CAO of the following Agreement closeout items:  Disposition of any state-owned equipment.  Need to file a Uniform Commercial Code Financing Statement (Form UCC-1) regarding the Energy Commission’s interest in patented technology.  The Energy Commission’s request for specific “generated” data (not already provided in Agreement products).  Need to document the Recipient’s disclosure of “subject inventions” developed under the Agreement.  “Surviving” Agreement provisions such as repayment provisions and confidential products.  Final invoicing and release of retention. • Prepare a Final Meeting Agreement Summary that documents any agreement made between the Recipient and Commission staff during the meeting.

• Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute. (b) Each party must use its best endeavors to resolve the dispute and act in good faith.

• Special Meeting Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

• Shareholders Meeting (a) If required by the Company's Restated Certificate of Incorporation and/or applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its Shareholders (the "Special Meeting") as soon as practicable following the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer for the purpose of considering and taking action upon this Agreement, whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it; (ii) prepare and file with the SEC a preliminary proxy statement or, if the Purchaser shall have accepted for payment and purchased Shares permitting the Purchaser to cast at least a majority of the votes entitled to be cast by all holders of Shares on a fully diluted basis, information statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the "Statement") to be mailed to its Shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its Shareholders; and (iii) subject to the fiduciary obligations of the Board of Directors of the Company under applicable law as advised by outside counsel, include in the Statement the recommendation of the Board of Directors of the Company that Shareholders vote in favor of the approval of the Merger and the adoption of this Agreement; provided, however, that notwithstanding any withdrawal, modification or amendment of the recommendation of the Board of Directors of the Company made at the Company Board Meeting, the Company agrees that if the Purchaser purchases Shares pursuant to the Offer, this Agreement shall be submitted to the Shareholders for approval and adoption at the Special Meeting whether or not the Board of Directors determines at any time subsequent to the Company Board Meeting that this Agreement is no longer advisable and recommends that Shareholders reject it. (b) Parent agrees that it will vote, or cause to be voted, all of the Shares then owned by it, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.

• Stockholders Meetings (a) If the Company Stockholder Approval (as hereinafter defined) is required by law, the Company will, at Parent's request, subject to the fiduciary duties of the Board of Directors of the Company under applicable law, as soon as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of approving and adopting this Agreement and the Transactions (the "Company Stockholder Approval"). The Company will, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, (1) if Merger Sub or any other Subsidiary of Parent shall acquire at least a majority of the outstanding Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to be approved by a written consent of stockholders pursuant to Section 228 of the DGCL, the Company Charter and the Company Bylaws (the "Written Consent") and for the Merger to become effective as soon as practicable as permitted by applicable law after purchase of such Shares in the Offer without a Stockholders Meeting in accordance with Sections 228 and 251 of the DGCL, and (2) if Merger Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to the first sentence of this Section 6.1(a) shall not be affected by (i) the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of the Offer, this Agreement or the Merger. (b) If the Company Stockholder Approval is required by law, the Company will, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the Commission and will use its best efforts to respond to any comments of the Commission and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the Commission. The Company will notify Parent promptly of the receipt of any comments from the Commission and of any request by the Commission for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission, on the other hand, with respect to the Proxy Statement or the Merger. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects after being afforded the opportunity to review the same. (c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any Subsidiary of Parent to be voted in favor of the Company Stockholder Approval. (d) If Merger Sub or any other Subsidiary of Parent shall acquire at least a majority of the outstanding Shares, the Company will, at Parent's request, as soon as practicable following purchase of such Shares in the Offer, prepare and file a preliminary Section 14(c) Information Statement with the Commission and will use its best efforts to respond to any comments of the Commission and to cause the Section 14(c) Information Statement to be mailed to the Company's stockholders as promptly as practicable after responding to all such comments to the satisfaction of the Commission. The Company will notify Parent promptly of the receipt of any comments from the Commission and of any request by the Commission for amendments or supplements to the Section 14(c) Information Statement or for additional information and will supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the Commission, on the other hand, with respect to the Section 14(c) Information Statement or the Merger. If at any time prior to the effective date of the Written Consent there shall occur any event that should be set forth in an amendment or supplement to the Section 14(c) Information Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Section 14(c) Information Statement, or any amendment or supplement thereto, to which Parent reasonably objects after being afforded the opportunity to review the same.

• Holders Meetings Section 9.01 Purpose of Meetings. 71 Section 9.02 Call of Meetings by Trustee. 72 Section 9.03 Call of Meetings by Company or Holders. 72 Section 9.04 Qualifications for Voting. 72 Section 9.05 Regulations. 72 Section 9.06 Voting. 73 Section 9.07 No Delay of Rights by Meeting. 73

• Shareholders Meetings The Company, acting through the Company Special Committee, shall take all actions in accordance with applicable Law, the Company Memorandum and the rules and regulations of the New York Stock Exchange to establish a record date for, duly call, give notice of, convene and hold, as promptly as practicable after the Registration Statement shall have become effective, the Company Shareholders Meeting for the purpose of considering and voting upon the approval of this Agreement, the Mergers and the other transactions contemplated hereby. Subject to Section 6.07, to the extent permitted by applicable Law, the Company Special Committee shall recommend approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders (the “Company Recommendation”) and include the Company Recommendation in the Proxy Statement/Prospectus. Unless this Agreement has been duly terminated in accordance with the terms herein, the Company shall, subject to the right of the Company Special Committee to modify its recommendation in a manner adverse to Parent under circumstances as specified in Section 6.07, take all lawful action to solicit from the Company Shareholders proxies in favor of the proposal to approve this Agreement, the Mergers and the other transactions contemplated hereby and shall take all other action reasonably necessary or advisable to secure the vote or consent of the Company Shareholders that is required by the rules and regulations of the New York Stock Exchange and the CICL. Notwithstanding anything to the contrary contained in this Agreement, the Company, after consultation with Parent, may adjourn or postpone the Company Shareholders Meeting to the extent necessary to ensure that any legally required supplement or amendment to the Proxy Statement/Prospectus or the Registration Statement is provided to the Company Shareholders or, if as of the time for which the Company Shareholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient Company Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders Meeting.

• TAC Meetings The goal of this subtask is for the TAC to provide strategic guidance for the project by participating in regular meetings, which may be held via teleconference. • Discuss the TAC meeting schedule with the CAM at the Kick-off meeting. Determine the number and location of meetings (in-person and via teleconference) in consultation with the CAM. • Prepare a TAC Meeting Schedule that will be presented to the TAC members during recruiting. Revise the schedule after the first TAC meeting to incorporate meeting comments. • Prepare a TAC Meeting Agenda and TAC Meeting Back-up Materials for each TAC meeting. • Organize and lead TAC meetings in accordance with the TAC Meeting Schedule. Changes to the schedule must be pre-approved in writing by the CAM. • Prepare TAC Meeting Summaries that include any recommended resolutions of major TAC issues. • Help set the project team's goals and contribute to the development and evaluation of its statement of proposed objectives as the project evolves. • Provide a credible and objective sounding board on the wide range of technical and financial barriers and opportunities. • Help identify key areas where the project has a competitive advantage, value proposition, or strength upon which to build. • Advocate on behalf of the project in its effort to build partnerships, governmental support and relationships with a national spectrum of influential leaders. • Ask probing questions that insure a long-term perspective on decision-making and progress toward the project’s strategic goals. • Review and provide comments to proposed project performance metrics. • Review and provide comments to proposed project Draft Technology Transfer Plan. • TAC Meeting Schedule (draft and final) • TAC Meeting Agendas (draft and final) • TAC Meeting Back-up Materials • TAC Meeting Summaries

• Merger Without Meeting of Shareholders 10 ARTICLE II

• Stockholders Meeting (a) If required by applicable Laws in order to consummate the Merger, the Company, acting through the Board shall, in accordance with applicable Laws, its Certificate of Incorporation and its Bylaws, as soon as practicable following the consummation of the Offer: (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following the consummation of the Offer for the purpose of considering and taking action upon this Agreement (the "Stockholders' Meeting"); (ii) subject to its fiduciary duties under applicable Laws after consultation with independent counsel, include in the proxy statement or information statement prepared by the Company for distribution to stockholders of the Company in advance of the Stockholders' Meeting in accordance with Regulation 14A or Regulation 14C promulgated under the Exchange Act (the "Proxy Statement") the recommendation of the Board referred to in Section 1.2 hereof; and (iii) use its reasonable efforts to (A) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to its stockholders following the consummation of the Offer and (B) obtain the necessary approvals of this Agreement and the Merger by its stockholders. Parent will provide the Company with the information concerning Parent and Sub required to be included in the Proxy Statement and will vote, or cause to be voted, all Shares owned by it or its Subsidiaries in favor of approval and adoption of this Agreement and the transactions contemplated hereby. (b) Notwithstanding Section 2.5(a), if Parent and Sub and their affiliates shall collectively own, following consummation of the Offer, at least 90 percent of the outstanding Shares, each of Parent, Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer (but in no event later than ten (10) business days thereafter), without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.