Company Special Meeting. The Company shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Company Special Meeting”) for the purpose of seeking the Company Stockholder Approvals and use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the approval of the Company Stockholder Proposals and to take all other action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the Company’s organizational documents, the rules of Nasdaq and the DGCL to obtain the Company Stockholder Approvals. The Company will schedule the Company Special Meeting to be held within twenty-one (21) Business Days of the initial mailing of the Proxy Statement; provided that, the Company shall be permitted to postpone or adjourn the Company Special Meeting, but only (a) if the Company is unable to obtain a quorum of its stockholders at such time, to the extent necessary in order to obtain a quorum of its stockholders, (b) if there are not sufficient affirmative votes in Person or represented by proxy at such meeting to obtain the Company Stockholder Approvals, to allow reasonable time for solicitation of proxies for purposes of obtaining the Company Stockholder Approvals, (c) if the Board of Directors has determined in good faith, after consultation with Purchaser, that such delay is required by applicable law to comply with comments made by the SEC with respect to the Proxy Statement or to allow reasonable time for the mailing of any supplemental or amended disclosure required thereby or (d) if the Company is required to do so by a court of competent jurisdiction; provided, further, that: (i) to the extent permitted by applicable law, the Company may not postpone or adjourn the Company Special Meeting by more than 10 calendar days past the originally scheduled date without Purchaser’s prior consent (such consent not to be unreasonably delayed, conditioned or withheld), (ii) if applicable, the Company shall respond as promptly as reasonably practicable to resolve any SEC comments and (iii) the Company shall reconvene the Company Special Meeting at the earliest practicable date on which Board of Directors reasonably expects to have sufficient affirmative votes to obtain the Company Stockholder Approvals. The Company shall not present or allow any proposal to be presented at the Company Special Meeting other than the Transaction Proposals. Neither the Board of Directors nor any committee thereo...
Company Special Meeting. 5.9(a) Company Stockholder Approval.........................................3.3(a) Company Stockholders Agreements ...................................
Company Special Meeting. Subject to the provisions of Section 7.4(b), the Company shall, as soon as reasonably practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Special Meeting") for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its certificate of incorporation and by-laws, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with Parent with respect to each of the foregoing matters.
Company Special Meeting. Subject to the provisions of Section 7.4(b), the Company shall, as soon as reasonably practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Special Meeting") for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its articles of incorporation and by-laws, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby, (iv) solicit from its shareholders proxies in favor of the Merger and take all other action reasonably necessary, or, in the reasonable opinion of Parent, advisable to secure the Company Shareholders' Approval, and (v) cooperate and consult with Parent with respect to each of the foregoing matters.
Company Special Meeting. Section 2.1 Company State Statutory Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 5.7
Company Special Meeting. The Company shall (i) in accordance with the Florida Business Corporation Act, its Articles of Incorporation and Bylaws, duly call, give notice of, convene and hold a special meeting of the Company shareholders (the "Company Shareholders' Meeting") for the purpose of voting upon the approval of this Agreement, (a) the Stock Purchase Agreement, (b) an amendment to its Articles of Incorporation increasing the number of authorized shares of Company Class A common stock, (c) an amendment to its Articles of Incorporation changing the Company's corporate name, and (d) any related proposals; and (ii) recommend that the Company shareholders vote in favor of all such maters.
Company Special Meeting. As promptly as practicable after the date of this Agreement, but in any event on or before twenty-five (25) business days after the date hereof, the Company shall call and hold one or more meetings of its stockholders in accordance with the Company's organizational documents and the applicable provisions of Massachusetts Law and will use its bests efforts to obtain at said meetings all approvals of its stockholders required in order to consummate the Merger. The Company's board of directors shall recommend such approval and shall take all lawful action to solicit such approval. The former Company Stock Option Holders will participate in the Company Special Meeting as stockholders of the Company and pending an affirmative vote of the stockholders of the Company at the Company Special Meeting, shall participate in the Merger as Selling Stockholders. At the Company Special Meeting, the Selling Stockholders shall appoint the NZAT Shareholders Representative and the Alternate NZAT Shareholders Representative referenced in the form of escrow agreements attached as Appendix 9 and 10.
Company Special Meeting. (a) The Company shall, in accordance with applicable Law and the Organizational Documents of the Company:
(i) take all actions necessary to duly call, give notice of, convene and hold a special meeting of the holders of Company Common Stock at which such holders will consider and vote upon approval of this Agreement and the Merger (the “Special Meeting”);
(ii) include in the notice of the meeting the recommendation of the Board of Directors of the Company that the holders of the Company Common Stock vote for approval of this Agreement and the Merger; and
(iii) take all other action reasonably necessary to secure the Company Shareholder Approval in compliance with the Company Organizational Documents and the HBCA.
(b) The Company shall provide Parent reasonable prior notice of the Special Meeting and any adjournments or postponements thereof to enable Parent to exercise its right to vote or take any other action pursuant to the terms of the Irrevocable Proxies. At the Special Meeting or any adjournments or postponements thereof, the Company shall accept the vote or other action of Parent or any of its executive officers as that of the Company Shareholder who has executed and delivered such Irrevocable Proxy.
(c) Parent agrees that it will cooperate with and assist the Company, including by providing the Company, promptly upon request, with the information concerning Parent and Merger Sub that the Company reasonably determines to be included in materials to be provided to the Company Shareholders. The information supplied by Parent for inclusion in such materials will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Company Special Meeting. The Company will call a special meeting of its shareholders (the "Company Special Meeting"), as soon as reasonably practicable in order that the shareholders may consider and vote upon the adoption of this Agreement and the approval of the Merger in accordance with the Colorado Business Corporation Act. The Company will mail the Definitive Proxy Materials to its shareholders as soon as reasonably practicable and shall use its reasonable best efforts to solicit from its shareholders proxies in favor of adoption of this Agreement and the transactions contemplated hereby. Subject to Section 5.14(b), the Definitive Proxy Materials will contain the affirmative recommendation of a majority of the members of the board of directors of the Company in favor of the adoption of this Agreement and the approval of the Merger.
Company Special Meeting. The Company shall, as promptly as practicable but not more than fifteen (15) days following the date the Registration Statement is declared effective by the SEC under the Securities Act, duly call and give notice of a general meeting of the Company Shareholders (the “Company Special Meeting”, and the date that such notice is given, the “Company Special Meeting Notice Date”) and, no later than twenty (20) days following the Company Special Meeting Notice Date, the Company shall convene and hold the Company Special Meeting, in each case, in accordance with the Company Articles and applicable Law, for the purpose of, inter alia, obtaining all requisite approvals and authorizations from the Company Shareholders in connection with the transactions contemplated hereby (including the Company Shareholder Approval) and related and customary procedural and administrative matters, which meeting shall be held as promptly as practicable following the date the Registration Statement is declared effective by the SEC under the Securities Act. The Company shall use its commercially reasonable efforts to obtain such approvals and authorizations from the Company Shareholders at the Company Special Meeting, as well as any other consents, approvals, waivers or authorization that may be required pursuant to its Governing Documents from Company Shareholders in connection with the Company Shareholder Approval and all transactions contemplated herein, including by soliciting approvals, consents and waivers as promptly as practicable after the date hereof in accordance with applicable Law for the purpose of obtaining such approvals, authorizations, consents and waivers from the Company Shareholders. The Company shall, through its board of directors, recommend to Company Shareholders that they provide the Company Shareholder Approval.
