Common use of Company Shareholders Approval Clause in Contracts

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Shareholders Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Shareholders Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set the date of the Company Shareholders’ Meeting to be seven days after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective and (zy) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders Approval; provided, however, provided further that for both prior sub-clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three ten (10) consecutive days in connection with such adjournment.

Company Shareholders Approval. (i) Prior to or as As promptly as reasonably practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by SPAC Xxxxxxxx and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and will take such other action as is reasonably necessary or advisable to obtain such proxies and the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable LawLaw and the Company’s Governing Documents (including if necessary any adjournment or postponement of such meeting for the purpose of establishing a quorum). The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven not more than fifteen (15) days after the Proxy/Registration Statement is declared effective or such other date as may be agreed by Acquiror and the Company in writing, acting reasonably, and (z) shall not adjourn the Company Shareholders’ Meeting for more than three (3) Business Days in aggregate (and in any event to a date not less than 48 hours before the scheduled Acquiror Shareholders’ Meeting) without the prior written consent of SPAC Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) in accordance with the Company Charter to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Company Required Shareholders’ Approval (including the approval of any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreementthe Required Shareholders’ Approval) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, the Company Charter and the Investors Rights Agreement. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven not more than thirty (30) days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder the Required Shareholders’ Approval, or (3) to comply with applicable Law; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three fifteen (15) consecutive days in connection with such adjournmentdays.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold call a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the vote of the holders of shares of Company Shareholders’ Approval (including any adjournment of such meeting for Stock to the purpose of soliciting additional proxies in favor of this Agreement) extent required to approve the Transaction Proposals and such other matter as may be mutually agreed by SPAC Catcha and the Company. The Company will (the “Company Shareholders Approval”), and the Company shall use its reasonable best efforts (A) to solicit from its shareholders the Company Shareholders proxies or consent (as applicable) in favor of the Company Shareholders Approval prior to such Company Shareholders’ Approval Meeting, and (B) to obtain take all other actions necessary or advisable to secure the vote or consent of its shareholders required by and in compliance with all applicable LawCompany Shareholders Approval. The Company (y) shall set send meeting materials to the date Company Shareholders entitled to receive notice of the Company Shareholders’ Meeting which shall seek the Company Shareholders Approval and shall include in all such meeting materials it sends to be seven days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn such Company Shareholders in connection with the Company Shareholders’ Meeting without a statement to the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, effect that the Company may adjourn the Board has unanimously recommended that such Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either Shareholders vote in person or by proxy) to constitute a quorum necessary to conduct the business favor of the Company Shareholders’ MeetingShareholders Approval (such statement, the “Company Board Recommendation”), and neither the Company Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or (2) ifpublicly propose or resolve to withhold, as of the time that withdraw, qualify, amend or modify, the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournmentBoard Recommendation.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall (A) solicit and obtain the Company Shareholders’ Approval in the form of an irrevocable unanimous written consent (the “Unanimous Written Consent”) of all the Company Shareholders, or (B) establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment or postponement thereof, the “Company Shareholders’ Meeting”) in accordance with the Company Charter and applicable Law to be held as promptly as reasonably practicable and, unless otherwise agreed by SPAC and the Company in writing, in any event not more than thirty (30) days following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Company Transaction Proposals and obtaining the Company Shareholders’ Approval (including the approval of any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of this Agreementthe adoption of the Company Transaction Proposals) and such other matter matters as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set consult with SPAC regarding the record date and the date of the Company Shareholders’ Meeting prior to be seven days after the Proxy/Registration Statement is declared effective determining such dates and (zy) shall not adjourn or postpone the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may shall adjourn or postpone the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Pre-Subdivision Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment or postponement of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders’ Approval, or (3) to comply with applicable Law; providedprovided further, however, that for both without the prior clauses written consent of SPAC (1) and such consent not to be unreasonably withheld, delayed or conditioned), the Company shall not adjourn or postpone on more than two (2) in the aggregate the Company may adjourn on only one occasion occasions and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three fifteen (15) consecutive days in connection with such adjournmentdays.

Company Shareholders Approval. (i) Prior to or as promptly as practicable after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act, unless otherwise agreed to by SPAC, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Shareholders Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts to (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval Shareholders Approval, and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (yx) shall set the date of the Company Shareholders’ Meeting to be seven (7) days after the ProxyJoint Proxy Statement/Registration Statement Prospectus is declared effective unless otherwise agreed to by SPAC, and (zy) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Shareholders Approval; provided, howeverprovided further, that for both prior sub-clauses (1) and (2) in the aggregate the Company may adjourn or postpone on only one occasion without the consent of the SPAC and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three ten (10) consecutive days in connection with such adjournmentadjournment or postponement.

Company Shareholders Approval. (i) Prior to or as promptly as practicable Within five days after the Proxy/Registration Statement is declared effective under the Securities Actbecomes effective, the Company shall establish give notice to the holders of Company Stock as of a record date not less than ten days nor more than twenty days prior to such mailing (the "Voting Shareholders") of a special meeting of its stockholders (the "Special Meeting") to be held not less than 20 business days nor more than 30 days from the mailing of such notice for the purpose of voting on and approving, inter alia, (a) this Agreement and the transactions contemplated hereby, and (b) the Escrow Agreement and the transactions contemplated thereby, and the designation of a representative (the "Representative") to act on behalf of the Company Shareholders, including naming one or more alternative individuals to act as Representative in the event that the designated Representative shall have died, resigned or otherwise become incapable or unwilling to act as Representative and providing for an appropriate selection procedure if all of such named alternatives are unwilling or unable to serve as Representative (the "Company Shareholders' Approval"). Approval of the Escrow Agreement and the selection of the Representative (and successors) shall be included in a resolution to be acted upon by the Company Shareholders. Such resolution shall provide for, duly callinter alia, give notice of, convene and hold a meeting the Company Shareholders' acceptance of the Representative as the collective agent of the Company Shareholders under the terms of the Escrow Agreement; and authorize such Representative to (w) execute and deliver the Escrow Agreement and any documents incident or ancillary thereto, including without limitation, any adjournment amendments, cancellations, extensions or waivers in respect thereof, (x) respond to and make determinations in respect of the “Company Shareholders’ Meeting”) assertion of any and all claims for indemnification by Omnicom, and to be held as promptly as reasonably practicable following assert claims, pursuant to the date that terms of the Proxy/Registration Statement is declared effective under Escrow Agreement and the Securities Act for the purpose of obtaining the Company Shareholders’ Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor provisions of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company Agreement pertaining thereto, (y) shall set execute and deliver any stock powers which may be required to be executed by any Company Shareholder in order to permit the date delivery to Omnicom of any shares of Omnicom Stock to be delivered to Omnicom from an Escrow Fund in accordance with the provisions of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective Escrow Agreement, and (z) take all such other actions as may be necessary or desirable to carry out his responsibilities as collective agent of the Company Shareholders in respect of the Escrow Agreement. The Company shall not adjourn use its best efforts to obtain the Company Shareholders’ Meeting without ' Approval. The Company will, through its Board of Directors, include in the prior written consent of SPAC (which consent shall not be unreasonably withheldInformation Statement, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as recommendation of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business Board of Directors of the Company Shareholders’ Meetingthat the Voting Shareholders adopt this Agreement and the Escrow Agreement, or (2) ifand approve the Merger, as the transactions contemplated by this Agreement and the Escrow Agreement, and the appointment of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournmentRepresentative.