Common use of Call of Company Stockholder Meeting Clause in Contracts

Call of Company Stockholder Meeting. Within 10 calendar days after the date of this Agreement (and thereafter as reasonably determined by the Company in consultation with the Purchaser), the Company shall conduct a “broker search” in accordance with Rule 14a- 13 of the Exchange Act for a record date for the Company Stockholder Meeting that is 20 Business Days after the date of such “broker search.” Following the clearance of the Proxy Statement by the SEC, the Company shall duly call and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable (taking into account the time necessary to solicit proxies for the approval of the Transactions and the Certificate of Amendment) following the mailing of the Proxy Statement to the Company Stockholders, which mailing will be initiated as promptly as practicable following the confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement, for the purpose of obtaining the Requisite Stockholder Approvals. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approvals.

Appears in 3 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

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Call of Company Stockholder Meeting. Within 10 calendar days after Subject to the date provisions of this Agreement (and thereafter as reasonably determined by the Company in consultation with the Purchaser)Agreement, the Company shall conduct a “broker search” will take all action necessary in accordance with Rule 14a- 13 the DGCL, the Charter, the Bylaws and the rules of the Exchange Act for NYSE to establish a record date for (and the Company Stockholder Meeting that is 20 Business Days after will not change the record date without the prior written consent of Parent (such “broker search.” Following the clearance of the Proxy Statement by the SECconsent not to be unreasonably withheld, the Company shall conditioned or delayed)), duly call call, give notice of, convene and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable (taking into account following the time necessary mailing of the Proxy Statement to solicit proxies the Company Stockholders for the approval purpose of obtaining the Transactions Requisite Stockholder Approval. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to convene and hold the Certificate of Amendment) Company Stockholder Meeting at any time prior to the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders, which mailing will be initiated as promptly as practicable following the confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement, for the purpose of obtaining the Requisite Stockholder Approvals. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder ApprovalsApproval.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ellie Mae Inc), Agreement and Plan of Merger (Xactly Corp), Agreement and Plan of Merger (Cvent Inc)

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Call of Company Stockholder Meeting. Within 10 ten (10) calendar days after the date of this Agreement (and thereafter as reasonably determined by the Company in consultation with the PurchaserInvestor), the Company shall conduct a “broker search” in accordance with Rule 14a- 13 14a-13 of the Exchange Act for a record date for the Company Stockholder Meeting that is 20 twenty (20) U.S. Business Days after the date of such “broker search.” Following the clearance of the Proxy Statement by the SEC, the Company shall duly call and hold a meeting of its stockholders (the “Company Stockholder Meeting”) as promptly as reasonably practicable (taking into account the time necessary to solicit proxies for the approval of the Transactions and the Certificate of AmendmentTransaction) following the mailing of the Proxy Statement to the Company Stockholders, which mailing will be initiated as promptly as practicable following the confirmation from the SEC that it will not review, or that it has completed its review of, the Proxy Statement, for the purpose of obtaining the Requisite Stockholder Approvals. Subject to Section 5.3 and unless there has been a Company Board Recommendation Change5.03, the Company will use its reasonable best efforts to solicit proxies to obtain the Requisite Stockholder Approvals.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

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