Company’s Shareholders Meeting Sample Clauses

Company’s Shareholders Meeting. (a) As promptly as reasonably practicable after the effective date of the Registration Statement, and in any event within thirty (30) days following such date (the “Company Shareholder Approval Deadline”), the Company shall take all action necessary under applicable Laws to either call, give notice of and hold the Company’s shareholders’ meeting (including any and all requisite class meetings, if applicable) for purposes of seeking the Company’s shareholders’ approval for the Agreement, the transactions contemplated thereunder and other related matters or obtain a unanimous written consent of its shareholders in accordance with Section 76 of the Companies Law authorizing and approving the Agreement, the transactions contemplated thereunder and other related matters. The Company shall permit Parent and its counsel to review and comment on any materials provided in connection with the Company’s shareholders’ meeting prior to the distribution thereof. If applicable, the Company shall use reasonable best efforts to solicit from its shareholders proxies for voting on the matters to be voted on at the Company’s shareholders’ meeting as contemplated under this Agreement. If applicable, the Company shall call, notice, convene, hold, conduct and solicit all proxies in connection with the Company’s shareholders’ meeting in compliance with all applicable Laws, including the Companies Law and the Company Articles.
Sample 1
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Company’s Shareholders Meeting. (Offer EGM) On or prior to the Commencement Date, the Company shall give notice of and convene an extraordinary general meeting of shareholders to be held not later than six Business Days prior to the initial Closing Date (the “Offer EGM”) in order to, inter alia, provide its shareholders with required information concerning the Offer, recommend the Offer to the Company’s shareholders in conformity with the Position Statement, propose the Governance Resolutions and recommend their adoption to the Company’s shareholders. The Company shall reasonably do, and procure to be done, all those things necessary to ensure that the Governance Resolutions are adopted.
Sample 1
Company’s Shareholders Meeting. (Post Offer EGM) Timely prior to the Closing Date, the Company shall give notice of and convene an extraordinary general meeting of shareholders with a record date on the first Business Day after the Closing Date to be held 28 days thereafter (any such EGM, the “Post Offer EGM”) provided that such meeting shall be cancelled if before the date of the Post Offer EGM the Offeror Group holds at least 95% of the issued share capital (geplaatst kapitaal) of the Company held by others than the Company (on a fully diluted basis). In case the Acceptance Period is extended, a new extra extraordinary general meeting of shareholders shall be convened (or, if practicable, the previously scheduled extraordinary general meeting of shareholders shall be postponed and reconvened), and a new record date set (which record date shall be the first Business Day following the Closing Date (after giving effect to such extension)) in accordance with the foregoing which shall be the Post Offer EGM and the earlier extra extraordinary general meeting of shareholders shall be cancelled (or, if practicable, postponed and reconvened in lieu of such new extra extraordinary general meeting of shareholders). If the Offer has been declared unconditional (unless the Post Offer EGM is cancelled in accordance with the foregoing) at the Post Offer EGM, the Shareholders shall be requested to vote thereat for the Post Offer EGM Resolution. If requested by the Offeror, each of the Offeror and the Company shall execute and deliver the Business Purchase Agreement.
Sample 1
Company’s Shareholders Meeting. (a) The Company shall take all action necessary under applicable Laws to call, give notice of and hold the Company’s shareholders’ meeting for purposes of seeking the Company’s shareholders’ approval for the Agreement, the transactions contemplated thereunder and other related matters, such as approving the purchase of a run off insurance pending Closing. The Company shall use reasonable best efforts to solicit from its shareholders proxies for voting on the matters to be voted on at the Company’s shareholders’ meeting as contemplated under this Agreement. The Company shall call, notice, convene, hold, conduct and solicit all proxies in connection with the Company’s shareholders’ meeting in compliance with all applicable Laws, including the Companies Law and the Charter Documents.
Sample 1
Company’s Shareholders Meeting. Each of the Sellers shall be present at a duly called, if applicable, shareholders' meeting of the Company in which they shall approve, subject to no conditions, the issuance of new Shares contemplated in Section 1.2 and the capitalization of the Notes contemplated in Section 1.3 hereof, among other matters.
Sample 1

Related to Company’s Shareholders Meeting

  • Shareholder Meeting (a) As soon as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3 and the Proxy Statement, but in any event no later than ten (10) days after such confirmation, the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholder Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), unless required to do so by applicable Laws; and in the event that the date of the Shareholder Meeting as originally called is for any reason adjourned or otherwise delayed, the Company may establish a new Record Date for the Shareholder Meeting after consultation with Parent, (ii) mail or cause to be mailed the Proxy Statement to the holders of Shares as of the Record Date (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.04(b), without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the authorization and approval of this Agreement, the Plan of Merger and the Transactions are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholder Meeting.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

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