Common use of Company Shareholder Meeting Clause in Contracts

Company Shareholder Meeting. (a) The Company shall cause a meeting of its shareholders (the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval of this Agreement. Subject to Section 6.03, the Board of Directors of the Company shall (i) recommend approval of this Agreement by the Company’s shareholders, (ii) use its reasonable best efforts to obtain the Company Shareholder Approval, and (iii) comply in all material respects with all legal requirements applicable to such meeting. If on a date for which the Company Shareholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain the Company Shareholder Approval, whether or not a quorum is present, the Company shall have the right to make one or more successive postponements or adjournments of the Company Shareholder Meeting, and if the public announcement of an Adverse Recommendation Change or the delivery hereunder of notice of an Adverse Recommendation Change is less than 10 Business Days prior to the Company Shareholder Meeting, the Company shall be entitled to postpone the Company Shareholder Meeting to a date up to the later to occur of (i) 10 Business Days after such event and (ii) the date that the Company determines in good faith it may convene the Company Shareholder Meeting in accordance with Applicable Law. (b) Parent shall furnish all information concerning Parent and its Affiliates to the Company, and provide such other assistance, in each case as may be reasonably requested by the Company in connection with the preparation, filing and distribution of the Proxy Statement. If prior to the vote at the Company Shareholder Meeting, any event occurs with respect to Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required by applicable securities laws or SEC rules to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event.

Company Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement, the Company shall, in accordance with applicable Law and the Company Articles and Company Bylaws, establish a record date for, duly call, give notice of, convene and hold the Company Shareholder Meeting. The Company shall use its reasonable best efforts to cause a meeting the Proxy Statement to be mailed to the shareholders of its shareholders (the “Company entitled to vote at the Company Shareholder Meeting”) Meeting and to be duly called and held hold the Company Shareholder Meeting as soon as reasonably practicable for thereafter. The Company shall, through the purpose of voting on the approval of this Agreement. Subject to Section 6.03, the Company Board of Directors of Directors, recommend to its shareholders that they give the Company shall (i) recommend approval of this Agreement by Shareholder Approval, include such recommendation in the Company’s shareholders, (ii) Proxy Statement and solicit and use its reasonable best efforts to obtain the Company Shareholder Approval, and except in each case to the extent that the Company Board of Directors shall have made a Company Adverse Recommendation Change as permitted by Section 5.7. Notwithstanding the foregoing provisions of this Section 5.9, if: (iii1) comply in all material respects with all legal requirements applicable to such meeting. If on a date for which the Company Shareholder Meeting is scheduled, the Company has not received proxies representing a sufficient number of shares of Company Common Stock (A) to conduct business at the meeting or (B) to obtain the Company Shareholder Approval, whether or not a quorum is present; (2) the Company is required to postpone or adjourn the Company Shareholder Meeting by applicable Law, order or a request from the SEC or its staff; or (3) the Company Board (or any committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is necessary or appropriate to postpone or adjourn the Company Shareholder Meeting, including in order to give the Company’s shareholders sufficient time to evaluate any information or disclosure that the Company has sent to the shareholders of the Company or otherwise made available to the shareholders of the Company (including in connection with any Company Adverse Recommendation Change); then, the Company shall have the right to make one or more successive postponements or adjournments of the Company Shareholder Meeting, and if . Once the public announcement of an Adverse Recommendation Change or the delivery hereunder of notice of an Adverse Recommendation Change is less than 10 Business Days prior to Company has established a record date for the Company Shareholder Meeting, the Company shall not change such record date or establish a different record date for the Company Stockholder Meeting without the prior written consent of Parent (such consent not to be entitled unreasonably withheld, conditioned or delayed), unless, following consultation with Parent, required to postpone do so by applicable Law or the Company Articles or Company Bylaws. Without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), the approval of this Agreement, the adjournment of the Company Shareholder Meeting Meeting, as necessary, to a date up solicit additional proxies if there are insufficient votes in favor of approval of this Agreement, and the advisory vote required by Rule 14a-21(c) under the Exchange Act shall be the only matters (other than matters of procedure and matters required by applicable Law to be voted on by the later to occur Company’s shareholders in connection with the approval of (ithis Agreement) 10 Business Days after such event and (ii) the date that the Company determines in good faith it may convene shall propose to be acted on by the shareholders of the Company at the Company Shareholder Meeting in accordance with Applicable LawMeeting. (b) Parent shall furnish all information concerning Parent and its Affiliates The Company will use reasonable best efforts to hold the Company Shareholder Meeting as soon as practicable after the Proxy Statement is mailed to the Company’s shareholders. (c) Without limiting the generality of the foregoing, unless this Agreement has been previously terminated in full compliance with ARTICLE IX, the Company agrees that (i) its obligation to duly call, give notice of, convene and provide such other assistance, in each case as may hold the Company Shareholder Meeting shall not be reasonably requested affected by any Change of Board Recommendation and (ii) its obligations pursuant to this Section 5.9 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal (whether or not a Superior Proposal). Unless this Agreement is terminated in connection accordance with ARTICLE IX, the preparation, filing and distribution Company agrees that it shall not submit to the vote of the Proxy Statement. If shareholders of the Company any Acquisition Proposal (whether or not a Superior Proposal) prior to the vote of the shareholders of the Company with respect to the Merger at the Company Shareholder Meeting, any event occurs with respect to Parent or any of its Subsidiaries, or any change occurs with respect to other information supplied by Parent for inclusion in the Proxy Statement, which is required by applicable securities laws or SEC rules to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event.

Company Shareholder Meeting. (a) The Company shall cause a meeting of its shareholders (As promptly as practicable following the “Company Shareholder Meeting”) to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval date of this Agreement. Subject to Section 6.03, the Board of Directors Company shall prepare (with Parent’s reasonable cooperation) the Proxy Statement/Prospectus and Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Form S-4. Each of the Company and Parent shall (i) recommend approval of this Agreement by the Company’s shareholders, (ii) use its reasonable best efforts to obtain respond as promptly as practicable to any written or oral comments from the Company Shareholder Approval, and (iii) comply in all material respects SEC or its staff with all legal requirements applicable respect to such meeting. If on a date for which the Company Shareholder Meeting is scheduledProxy Statement/Prospectus, the Company has not received proxies representing a sufficient number of shares of Company Stock to obtain Form S-4 or any related matters. The Proxy Statement/Prospectus will be included within the Company Shareholder Approval, whether or not a quorum is present, Form S-4 filed with the Company shall have the right to make one or more successive postponements or adjournments SEC. Each of the Company Shareholder Meeting, and if Parent shall use its reasonable best efforts to have the public announcement Form S-4 declared effective under the Securities Act and to maintain such effectiveness for as long as necessary to consummate the Merger and the other transactions contemplated by this Agreement as promptly as practicable after such filing. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities or “blue sky” laws in connection with the issuance of an Adverse Recommendation Change or Parent Shares in the delivery hereunder of notice of an Adverse Recommendation Change is less than 10 Business Days prior to Merger as contemplated by this Agreement and the Company Shareholder Meeting, the Company shall be entitled to postpone the Company Shareholder Meeting to a date up to the later to occur of (i) 10 Business Days after such event and (ii) the date that the Company determines in good faith it may convene the Company Shareholder Meeting in accordance with Applicable Law. (b) Parent shall furnish all information concerning Parent the Company and its Affiliates the holders of the Company Common Stock and rights to the Company, and provide such other assistance, in each case acquire Company Common Stock as may be reasonably requested by the Company in connection with any such action and in connection with the preparation, filing and distribution of the Proxy StatementForm S-4. If at any time prior to the vote at the Company Shareholder Meeting, Effective Time any event occurs with respect or information relating to Parent the Company or Parent, or any of its Subsidiariestheir respective Affiliates, directors or any change occurs with respect officers, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to other information supplied by Parent for inclusion in either the Form S-4 or the Proxy Statement/Prospectus, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which is required by applicable securities laws or SEC rules to be described in an amendment ofthey were made, or a supplement tonot misleading, the Proxy Statement, Parent party that discovers such information shall promptly notify the other party hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable Law, disseminated to the Company of such eventShareholders.