Extension Proxy Statement Clause Samples
An Extension Proxy Statement clause authorizes a designated individual or entity to act on behalf of a party in matters related to extending deadlines or timeframes within an agreement. Typically, this clause outlines the scope of the proxy's authority, such as submitting extension requests or approvals, and may specify the procedures for exercising this power. Its core practical function is to streamline decision-making and ensure timely responses regarding extensions, thereby reducing delays and administrative bottlenecks in contract management.
Extension Proxy Statement. (a) At such time as mutually agreed by HL and the Company, HL shall prepare (with the Company’s reasonable cooperation) and file with the SEC, a mutually acceptable proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Extension Proxy Statement”) to amend HL’s Amended and Restated Memorandum and Articles of Association to extend the time period for HL to consummate a Business Combination (as defined in the Amended and Restated Memorandum and Articles of Association) from July 2, 2020 to a date mutually agreed upon by HL and the Company (the “Extension Proposal”). HL shall use its best efforts to cause the Extension Proxy Statement to comply with the rules and regulations promulgated by the SEC, and to have the Extension Proxy Statement cleared by the SEC as promptly as practicable after such filing.
(b) Each of HL and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by reference in the Extension Proxy Statement will, at the date it is first mailed to the HL Shareholders and at the time of the Extension Shareholders’ Meeting, 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 are made, not misleading. If at any time prior to the Extension Shareholders’ Meeting any information relating to HL, the Company, the Parent, Merger Sub, or any of their respective Subsidiaries, Affiliates, directors or officers is discovered by HL or the Company, which is required to be set forth in an amendment or supplement to the Extension Proxy Statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Party which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information shall be filed promptly with the SEC and, to the extent required by applicable Legal Requirements, disseminated to the HL Shareholders.
(c) At such time as mutually agreed by HL and the Company, HL shall (i) cause the Extension Proxy Statement to be disseminated to holders of HL Ordinary Shares in compliance with applicable Legal Requirements, (ii) duly give notice of and convene and hold ...
Extension Proxy Statement. (a) As soon as reasonably practicable following the date hereof (to the extent such Extension Proxy Statement has not been filed prior to the date hereof), Priveterra shall file with the SEC a proxy statement of Priveterra (as such filing is amended or supplemented, the “Extension Proxy Statement”), for the purposes of (i) soliciting proxies from Pre-Closing Priveterra Stockholders to obtain the requisite approval for the amendment of the Governing Documents of Priveterra to extend the outside date for consummating an initial business combination to a date to be mutually agreed upon by the Company and Priveterra (but no earlier than the Termination Date), to be voted on at a meeting of the holders of Priveterra Common Stock to be called and held for such purpose, and (ii) providing the Pre-Closing Priveterra Stockholders with the opportunity to redeem their Priveterra Common Stock in connection with such proxy solicitation in accordance with the Governing Documents of Priveterra (the “Extension Meeting”).
(b) Unless otherwise approved in writing by the Company, Priveterra shall send, or shall cause to be sent, the Extension Proxy Statement to the Pre-Closing Priveterra Stockholders as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter and soliciting the approval of the Pre-Closing Priveterra Stockholders in connection therewith (approval of such matter by the Pre-Closing Priveterra Stockholders at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Extension Approval”).
(c) Priveterra shall ensure that the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Priveterra Common Stock, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. Priveterra shall include in the Extension Proxy Statement the recommendation of its board of directors that the holders of Priveterra Common Stock vote in favor of the amendment of the Governing Document of Priveterra to extend the outside date for consummating such an initial business combination to a date no earlier than the Termination Date, and shall act in good faith and use reasonable best efforts to obtain the Extension Approval.
Extension Proxy Statement. If the Company or Redwoods reasonably believes that the Closing may not occur on or before December 4, 2023, then Redwoods may, and at the request of the Company, Redwoods shall, take all actions necessary (including obtaining the approval of Redwoods Stockholders and taking any and all other actions required pursuant to and in accordance with the provisions of the Redwoods Governing Documents) to extend the date by which Redwoods must complete its initial business combination to a date after December 4, 2023 (the “Extension”). Redwoods shall use its reasonable best efforts to (a) cause the proxy statement relating to the Extension (together with any amendments or supplements thereto, the “Extension Proxy Statement”) to comply with the rules and regulations promulgated by the SEC, and (ii) have the Extension Proxy Statement cleared by the SEC as promptly as practicable after the filing thereof. Redwoods shall, as promptly as practicable after the Extension Proxy Statement has been cleared by the SEC, cause the Extension Proxy Statement to be disseminated to Redwoods Stockholders in accordance with applicable Law and the Redwoods Governing Documents, give notice of, convene and hold a special meeting of Redwoods Stockholders for purposes of approving the Extension, and solicit proxies from Redwoods Stockholders to vote in favor thereof. Redwoods shall provide the Company a reasonable opportunity to review the Extension Proxy Statement prior to its filing with the SEC and will consider in good faith the incorporation of any comments from the Company on the Extension Proxy Statement. Redwoods will provide Redwoods Stockholders with the opportunity to exercise their Redemption Rights in connection with the vote on the Extension Proxy Statement and Redwoods, through the Redwoods Board, shall recommend to Redwoods Stockholders the approval of the Extension and shall include such recommendation (which shall not be modified or withdrawn) in the Extension Proxy Statement.
Extension Proxy Statement. (a) LIVB shall file with the SEC a definitive proxy statement (the “Extension Proxy Statement”), for the purposes of (i) soliciting proxies from holders of LIVB Ordinary Shares to obtain the requisite approval to, among other things, extend the date by which LIVB must consummate an initial business combination until the Termination Date (the “Extension” and such proposal, the “Extension Proposal”), to be voted on at a meeting of the holders of LIVB Ordinary Shares to be called and held for such purpose, and (ii) providing the LIVB shareholders with the opportunity to redeem their LIVB Ordinary Shares in connection with such proxy solicitation in accordance with the governing documents of LIVB (the “Extension Meeting”). LIVB shall not propose that its shareholders act on any matters (other than procedural matters) at the Extension Meeting (as the same may be adjourned or postponed) without the prior written consent of Covalto.
(b) If the Extension Proposal is approved by the LIVB shareholders, Covalto or its designees shall, for each month commencing on May 10, 2023 until the earlier of: (1) the termination of this Agreement in accordance with Section 10.1; and (2) the month commencing on January 10, 2024 (but including a deposit for such month), deposit or cause to be deposited into the Trust Account (such period, the “Extension Period”) the lesser of (i) $135,000 and (ii) an aggregate of $0.035 per public LIVB Class A Ordinary Share (other than any Class A Ordinary Share converted from a LIVB Class B Ordinary Share) that remains outstanding and is not redeemed in connection with the Extension (the “Extension Contribution”) (x) not later than three (3) Business Days prior to May 10, 2023, and (y) for each additional contribution, on or before the date that is three (3) Business Days prior to the 10th day of such calendar month, by wire transfer (in accordance with wire instructions specified by LIVB to Covalto) in immediately available funds.
(c) Following each month of the Extension Period, Covalto shall, promptly upon LIVB’s request, reimburse to LIVB, by wire transfer (in accordance with wire instructions specified by LIVB to Covalto) in immediately available funds, the reasonable and documented, out-of-pocket administrative expenses actually incurred by LIVB after April 7, 2023; provided that such expense reimbursements shall not exceed an amount equal to $25,000 multiplied by the number of months of the Extension Period.
(d) Subject to achieving the r...
Extension Proxy Statement. (a) The Parties acknowledge that on September 1, 2022 the Purchaser filed with the SEC a proxy statement of the Purchaser (as such filing is amended or supplemented, the “Extension Proxy Statement”) for the purposes of, among other matters, (i) soliciting proxies from the Purchaser’s shareholders to vote, at a general meeting of the Purchaser to be called and held for such purpose, to obtain the requisite approval for the amendment of the Purchaser’s Organizational Documents to extend the Purchaser’s deadline for consummating a Business Combination from October 17, 2022 to July 17, 2023 (or such earlier date as determined by the Board), extending on a monthly basis during such period (the “Extension Proposal”), and (ii) providing the holders of Purchaser Class A Ordinary Shares with the opportunity to redeem their respective Purchaser Class A Ordinary Shares in connection with such proxy solicitation in accordance with the Purchaser’s Organizational Documents (the “Extension Meeting”). The Purchaser covenants and agrees that, without the prior written consent of the Company, (A) it will not revise the Extension Proposal so that its final deadline to consummate a Business Combination (including after giving effect to automatic monthly extensions) is a date earlier than April 17, 2023 and (B) assuming the requisite approval of the Extension Proposal is obtained, the Purchaser will continue to extend on a monthly basis the Purchaser’s deadline for consummating a Business Combination until the earlier of April 17, 2023 or the Closing Date.
(b) Unless otherwise approved in writing by the Company, the Purchaser will cause the Extension Proxy Statement to be sent to the Purchaser’s shareholders as soon as practicable following its approval by the SEC, for the purposes of holding the Extension Meeting as soon as practicable thereafter and soliciting the approval of the Purchaser’s shareholders in connection therewith (approval of such matter by the Purchaser’s shareholders at the Extension Meeting or any postponement or adjournment thereof shall be referred to as the “Purchaser Extension Approval”).
(c) Each of the Company and the Purchaser shall ensure that the information provided by it and incorporated into the Extension Proxy Statement does not, as of the date on which it is distributed to the holders of Purchaser Class A Ordinary Shares, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements ...