Company Meeting. (a) The Company agrees to give notice of an amended notice of meeting for the Company Meeting, setting the date for such meeting at September 26, 2018, preserving the existing record date and amending the Company Meeting to be a special meeting to consider the Approval Resolution, and to convene and conduct such Company Meeting as promptly as practicable (and, in any event, on or before September 26, 2018), in accordance with the Company’s constating documents and applicable Laws. The Company agrees that it shall not adjourn, postpone, delay or cancel the Company Meeting without the prior written consent of the Purchaser except as required to constitute a quorum necessary to conduct the business of the Company Meeting (in which case the meeting shall be adjourned and not cancelled).
(b) Unless otherwise agreed to in writing by the Purchaser or this Agreement is terminated in accordance with its terms or except as required by applicable Law or by a Governmental Authority, the Company shall take all steps reasonably necessary to hold the Company Meeting and to cause the Approval Resolution to be voted on and approved at such meeting and shall not propose to adjourn, delay or postpone such meeting other than as contemplated by Section 5.6(a).
(c) The Company shall not propose or submit for consideration at the Company Meeting any business other than (i) the election of directors; (ii) the appointment of auditors and (iii) the Investment without the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
(d) The Company shall solicit proxies of the Company Shareholders in favour of the Investment and all matters to be approved by the Company Shareholders as set out in the Approval Resolution, and take all other actions reasonably requested by the Purchaser to obtain the approval of the Approval Resolution by the Company Shareholders, if so requested, including using the services of investment dealers and proxy solicitation agents, and cooperating with any Persons engaged by the Purchaser, to solicit proxies in favour of the approval of the Approval Resolution, and take all other actions reasonably requested by the Purchaser to obtain the Shareholder Approval and such other matters as may be necessary to be approved in connection with the Investment.
(e) The Company shall give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting.
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Company Meeting. (a) Subject to Section 5.8, the Company shall take, in accordance with applicable Law and its Organizational Documents, all action necessary to convene and hold the Company Meeting as promptly as practicable after the date of this Agreement (but, subject to Section 5.4(b), in any event no later than February 19, 2019) to consider and vote upon (i) the Approval Resolution, (ii) the election of the Purchaser Nominees to the Company Board, effective as of the Closing, to hold office until the close of the next annual meeting of the Company Shareholders or until his or her successor has been duly elected and/or appointed and qualified or until his or her earlier death, resignation or removal pursuant to the Organizational Documents of the Company, the Investor Rights Agreement and applicable Law, and (iii) for any other proper purpose as may be set out in the Company Circular and agreed to by the Parties, acting reasonably, and to cause such votes to be taken.
(b) The Company Meeting shall not be postponed, recessed or adjourned by the Company without Purchaser’s prior written consent; provided, that: (i) the Company may postpone, recess or adjourn the Company Meeting, (A) to the extent, in the Company’s reasonable judgment required by applicable Law or necessary to ensure that any required supplement or amendment to the Company Circular is delivered to the Company Shareholders or such other Persons required to receive the Company Circular by applicable Law for the amount of time required by applicable Law in advance of the Company Meeting, or (B) if as of the time for which the Company Meeting is originally scheduled, as set forth in the Company Circular (the “Original Date”), or any date that the Company Meeting is scheduled to be held thereafter in accordance with the terms of this Section 5.4, the Company reasonably believes there will be insufficient Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Meeting or to obtain the Shareholder Approval, so long as in each case that the Company exercises its right under this Section 5.4(b) to postpone, recess or adjourn the Company Meeting, the Company shall have provided prior written notice to Purchaser; and (ii) if the Company delivers a notice of an intent to make a Change of Recommendation within the five Business Days prior to the Original Date or any date that the Company Meeting is scheduled to be held thereafter in accordance w...
Company Meeting. Subject to the receipt of the Interim Order, the terms and conditions thereof and the terms of this Agreement:
(a) The Company will convene and conduct the Company Meeting in accordance with the Interim Order, the Company’s articles, by-laws and applicable Law as soon as reasonably practicable. The Company will, in consultation with and subject to the approval of Parent, fix and publish a record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting.
(b) The Company shall not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Company Meeting without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed), except (i) in the case of adjournment, as required for quorum purposes, by Law or by valid Company Shareholder action (which action is not solicited or proposed by the Company or the Company Board) or (ii) as otherwise permitted under this Agreement.
(c) Subject to the terms of this Agreement, the Company shall solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, and take all actions that are reasonably necessary or desirable to seek the approval of the Arrangement by Company Shareholders, provided that the Company shall not be required to continue to solicit proxies if there has been a Company Change of Recommendation.
(d) The Company will give prior notice to Parent of the Company Meeting and allow Parent’s representatives (including any legal advisor) to attend the Company Meeting.
(e) The Company will promptly advise Parent of any written notice of exercise or purported exercise by any registered holder of Company Shares of Dissent Rights received by the Company in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, will provide Parent with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any registered holder of Company Shares exercising or purporting to exercise Dissent Rights in relation to the Arrangement Resolution.
(f) The Company will instruct its transfer agent and registrar to advise Parent as Parent may reasonably request, and at least on a daily basis on ea...
Company Meeting. Following the consummation of the Offer, the Company shall promptly take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-Laws to convene the Company Meeting, if such meeting is required, as soon as reasonably practicable. The stockholder vote required for approval of the Merger will be no greater than that set forth in the DGCL. The Company shall use its reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of stockholders required by the DGCL to effect the Merger. Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent shall acquire at least 90 percent of the outstanding shares of Company Common Stock, and provided that the conditions set forth in Article VI shall have been satisfied or waived, the Company shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the stockholders of the Company, in accordance with Section 253 of the DGCL. Parent shall vote, or shall cause to be voted, all of the shares of Company Common Stock acquired in the Offer or otherwise owned by it or any of its Subsidiaries (including Merger Sub) in favor of the approval and adoption of this Agreement and the Merger.
Company Meeting. (a) In a timely and expeditious manner, the Company shall:
(i) convene and conduct the Company Meeting in accordance with the Company’s constating documents, applicable Laws and the Interim Order as soon as reasonably practicable and in any event no later than January 13, 2023 (or such later date as may be consented to by Triple Flag or otherwise permitted pursuant to this Agreement);
(ii) in consultation with Triple Flag, fix and publish a record date for the purposes of determining Company Shareholders entitled to receive notice of and vote at the Company Meeting;
(iii) in consultation with Triple Flag, fix the date of the Company Meeting, give notice to Triple Flag of the Company Meeting and allow Triple Flag Representatives and legal counsel to attend the Company Meeting;
(iv) not change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting unless required by Law or the Court;
(v) at the reasonable request of Triple Flag from time to time the Company shall provide Triple Flag with a list (in both written and electronic form) of the registered Company Shareholders, together with their addresses and respective holdings of the Company Common Shares and with a list of the names and addresses and holdings of all Persons having rights issued by the Company to acquire the Company Common Shares (including holders of the Company Options) and a list of non-objecting beneficial owners of the Company Common Shares, together with their addresses and respective holdings of the Company Common Shares. The Company shall from time to time require that its registrar and transfer agent furnish Triple Flag with such additional information, including updated or additional lists of the Company Shareholders and lists of holdings and other assistance as Triple Flag may reasonably request;
(vi) provide Triple Flag with information on the proxies received and the Company Shareholder votes on the Arrangement Resolution on a daily basis commencing at least ten Business Days before the date of the Company Meeting to the extent that such information is available to the Company;
(vii) subject to the terms of this Agreement: (A) use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution, including retaining a proxy solicitation agent to solicit in favour of the Arrangement Resolution and provide Triple Flag with copies of or access to information...
Company Meeting. Subject to the terms of this Agreement, the Company shall cause the Company Meeting to be duly called and held as soon as practicable after the date of this Agreement for the purpose of voting on the Arrangement Resolution. The Company Meeting shall be held no later than April 30, 2010, unless otherwise agreed by the Company and the Purchaser Parties, each acting reasonably. The Company shall provide notice to the Purchaser Parties of the Company Meeting and allow the Purchaser Parties’ representatives to attend the Company Meeting. The Company shall conduct the Company Meeting in accordance with the rules of the TSXV, the CBCA, the by-laws of the Company and as otherwise required by applicable Laws. The Company Board shall (i) include the Recommendation in the Circular, and (ii) use its reasonable commercial efforts to obtain the necessary vote by the Company Shareholders and the Company Optionholders in favour of the Arrangement Resolution. The Company Board shall not withdraw, amend, modify or qualify in a manner adverse to the Purchaser Parties the Recommendation (or announce its intention to do so), except that, prior to the receipt of the Company Shareholders and the Company Optionholders approval, the Company Board shall be permitted to withdraw the Recommendation, following three Business Days’ prior notice to the Purchaser Parties, but only if (A) the Company has complied in all respects with Section 6.03 and Section 6.04 of this Agreement, and (B) after complying with Section 6.03(f) of this Agreement, the Company has entered into the Proposed Agreement.
Company Meeting. “Company Meeting” shall have the meaning specified in Section 5.1(c).
Company Meeting. Section 3.16 Company ..................................................... Section 3.02(b) Company Rights .............................................. Section 3.02(b) Company Rights Plan.......................................... Section 3.02(b) -v- Company SEC Reports ......................................... Section 3.04(a) Company Stock Plans ......................................... Section 3.02(a) Company Voting Agreements.................................... Preamble Company Voting Proposal ..................................... Section 6.05(a) Confidentiality Agreement.................................... Section 5.04 Constituent Corporations..................................... Section 1.03
Company Meeting. Section 3.05
Company Meeting. The Company shall pay the regular hourly rates to all employees compelled to attend Company meetings.
