Company Special Meeting Sample Clauses
Company Special Meeting. Company shall, prior to or as promptly as practicable after the Registration Statement is declared effective under the Securities Act, establish a record date for, give notice of and duly call a meeting of the Company Stockholders (the “Company Special Meeting” and, together with the Acquiror Special Meeting, the “Special Meetings”), which meeting shall be held not more than 30 days after the date on which the Registration Statement is declared effective, for the purpose of, among other things, soliciting proxies from holders of Company Common Stock to vote at the Company Special Meeting, as adjourned or postponed, in favor of: (1) the adoption of this Agreement and approval of the Transactions (including the Merger); (2) the issuance of shares of Acquiror Common Stock in connection with the Merger (including as may be required under NYSE and OTC); (3) the amendment and restatement of the Acquiror Charter and the amendment and restatement of the Acquiror Bylaws; (4) the approval of the adoption of the Incentive Equity Plan; (5) any other proposals as either the SEC, NYSE or OTC (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement or in correspondence related thereto, or any other proposals the Parties agree are necessary or desirable to consummate the Transactions; and (6) adoption and approval of any other proposals as reasonably agreed by Acquiror and the Company to be necessary or appropriate in connection with the Transactions; and (7) the adjournment of the Company Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (collectively, the “Company Stockholder Matters”). Company shall include the Company Board Recommendation in the Proxy Statement.
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. (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 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. Section 2.1 Company Non-Voting Stock.............................................Section 3.1
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. Section 2.1 Company State Statutory Accounting Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 5.7
Company Special Meeting. The Company shall take all action necessary, in accordance with applicable law and its Certificate of Incorporation and By-laws, to convene the Company Special Meeting as promptly as reasonably practicable after the date on which the definitive Prospectus/Proxy Statement' has been mailed to the Company's stockholders for the purpose of considering and taking action upon the Merger and this Agreement.