Company Stockholder Approval; Proxy Statement. (a) If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company, through its Board of Directors, shall (i) call a meeting of its stockholders (the "Stockholder ----------- Meeting") for the purpose of voting upon the Merger, (ii) hold the Stockholder ------- Meeting as soon as practicable following the purchase of shares of Common Stock pursuant to the Offer and (iii) unless the Board of Directors approves, recommends or enters into an agreement with respect to a Superior Proposal in accordance with Section 8.11(b), recommend to its stockholders the approval of --------------- this Agreement and the transactions contemplated hereby, including the Merger. The record date for the Stockholder Meeting shall be a date subsequent to the date Purchaser or Merger Sub becomes a record holder of Common Stock purchased pursuant to the Offer.
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Samples: Agreement and Plan of Merger (Quad-C Inc), Agreement and Plan of Merger (Avery Dennison Corporation), Agreement and Plan of Merger (Stimsonite Corp)
Company Stockholder Approval; Proxy Statement. (a) If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company, through its Board of DirectorsDirectors and in accordance with the DGCL and its certificate of incorporation and bylaws then in effect, shall (i) call a meeting of its stockholders (the "Stockholder ----------- Meeting") for the purpose of voting upon the Merger, (ii) hold the ------------------- Stockholder ------- Meeting as soon as practicable following the purchase of shares of Common Stock pursuant to the Offer and (iii) unless the Board of Directors approves, recommends or enters into an agreement with respect to a Superior Proposal in accordance with Section 8.11(b8.8(b), recommend to its stockholders the -------------- approval of --------------- this Agreement and the transactions contemplated hereby, including the Merger. The record date for the Stockholder Meeting shall be a date subsequent to the date Purchaser or Merger Sub becomes a record holder of Common Stock purchased pursuant to the Offer.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Telocity Delaware Inc), Agreement and Plan of Merger (Hughes Electronics Corp), Agreement and Plan of Merger (Telocity Delaware Inc)
Company Stockholder Approval; Proxy Statement. (a) If approval or action in respect of the Merger by the stockholders of the Company is required by applicable law, the Company, through its Board of Directors, shall (i) call a meeting of its stockholders (the "Stockholder ----------- Meeting") for the purpose of voting upon the Merger, (ii) hold the Stockholder ------- Meeting as soon as practicable following the purchase of shares of Common Stock pursuant to the Offer and (iii) unless the Board of Directors approves, recommends or enters into an agreement with respect to a Superior Proposal in accordance with Section 8.11(b8.9(b), recommend to its stockholders the approval of --------------- this Agreement and the transactions contemplated hereby, including the Merger. The record date for the Stockholder Meeting shall be a date subsequent to the date Purchaser or Merger Sub becomes a record holder of Common Stock purchased pursuant to the Offer.
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