Holding of Meeting Sample Clauses

Holding of Meeting. If a Registration Statement registering the resale of the Registrable Shares has not been declared effective by the Commission on a date that is one hundred eighty (180) days after the filing of such Registration Statement (the “Trigger Date”), a special meeting of stockholders (the “Special Election Meeting”) shall be called in accordance with the Bylaws of the Company, provided that Holders of two-thirds of the outstanding Registrable Shares may waive the requirement to hold a Special Election Meeting. The Special Election Meeting shall occur as soon as reasonably practicable following the Trigger Date but in no event more than forty-five (45) days after the Trigger Date.
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Holding of Meeting. Not later than June 30, 1997, Encore will hold a meeting of the holders of its common stock at which they will be asked to approve an amendment to Encore's Certificate of Incorporation which will authorize Encore to issue at least 300,000,000 shares of common stock.
Sample 1
Holding of Meeting. Subject to the terms and conditions of this Agreement, the Seller will take all action necessary in accordance with all applicable Laws to: (a) duly call, give notice of, convene and hold a special meeting of Seller Shareholders (including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, the “Seller Meeting”) to consider the Seller Shareholder Resolution as promptly as practicable, and in any event not later than the date that is 45 days after the date a definitive Proxy Statement (as defined below) is first mailed to the Seller Shareholders; (b) not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Seller Meeting without the prior written consent of Buyer, except (i) as required for quorum purposes (in which case the Seller Meeting shall be adjourned and not cancelled) or by applicable law; or (ii) if this Agreement is terminated as required or permitted under Section 10; (c) subject to the terms of this Agreement, solicit proxies in favour of the approval of the Seller Shareholder Resolution and against any resolution submitted by any Seller Shareholder that is inconsistent with the Seller Shareholder Resolution and the completion of any of the transactions contemplated by this Agreement, and, if requested by Xxxxx and at the expense of Buyer, engage a dealer and proxy solicitation agent for such purpose (such dealer and/or agent to be selected by Seller after consultation with Xxxxx), and cooperate with any such agent or other Persons engaged by Xxxxx to solicit proxies in favour of the approval of the Seller Shareholder Resolution; 115439161.13 0074720-00001 (d) provide Buyer with copies of or access to information regarding the Seller Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Xxxxx; (e) consult with Xxxxx in fixing the record date for the Seller Meeting and the date of the Seller Meeting, give notice to Buyer of the Seller Meeting and allow Xxxxx’s representatives and legal counsel to attend the Seller Meeting; (f) promptly advise Buyer, at such times as Buyer may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Seller Meeting, as to the aggregate tally of the proxies received by Seller in respect of the Seller Shareholder Resolution; (g) promptly advise Buyer of any communication (written or oral) from any Seller Shareholder in oppo...
Sample 1

Related to Holding of Meeting

  • Convening of Meeting The Issuer may convene a Meeting at any time, and shall be obliged to do so upon the request in writing of Noteholders holding not less than one tenth of the aggregate principal amount of the outstanding Notes.

  • Notice of Meeting The Trust will furnish to the Agents, at the same time as it is dispatched, a copy of notice of any meeting of the holders of Notes which is called to consider any matter which is material in the context of the Trust.

  • Calling of Meetings A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

  • Merger Without Meeting of Stockholders Notwithstanding Section 2.8, in the event that Parent, the Purchaser and the Parent Subsidiaries shall acquire and then hold at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

  • Notice of Meetings Notice of all meetings of the Preferred Securityholders, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Preferred Securityholder of record, at his registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

  • Meeting of Stockholders (a) If required to effect the Merger, the Company shall, consistent with applicable Law and its Certificate of Incorporation and By-laws, call and hold a special meeting of Stockholders, as promptly as practicable following acceptance of the shares of Company Common Stock pursuant to the Offer, for the purpose of voting upon the adoption or approval of this Agreement (the "Special Meeting"), and shall use all reasonable efforts to hold its Special Meeting as soon as practicable thereafter. At the Special Meeting all of the shares of Company Common Stock then owned by Parent, Merger Sub or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement. The Company shall, subject to the applicable fiduciary duties of its directors, as determined by such directors in good faith after consultation with its outside legal counsel (who may be its regularly engaged outside legal counsel), (1) use all reasonable efforts to solicit from Stockholders proxies in favor of the adoption or approval, as the case may be, of the Merger, (2) take all other action necessary or advisable to secure the vote or consent of Stockholders, as required by the DGCL to obtain such adoption or approvals, and (3) include in the Proxy Statement the recommendation of its Board of Directors in favor of the Merger. (b) Parent and Merger Sub shall not, and they shall cause their Subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the shares of Company Common Stock acquired pursuant to the Offer or otherwise prior to the Special Meeting; provided, however, that this Section 7.3(b) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such shares in transactions involving solely Parent, Merger Sub and/or one or more of their wholly-owned Subsidiaries. (c) Parent shall vote (or consent with respect to) any shares of common stock of Merger Sub beneficially owned by it, or with respect to which it has the power (by agreement, proxy, or otherwise) to cause to be voted (or to provide a consent), in favor of the adoption of this Agreement and the Merger at any meeting of the stockholders of Merger Sub at which this Agreement and the Merger shall be submitted for adoption and at all adjournments or postponements thereof (or, if applicable, by any action of the stockholders of Merger Sub by consent in lieu of a meeting).

  • Notice of Meetings of Members (a) Notice, stating the place, day and hour of any meeting of the Members, as determined by the Board, and the purpose or purposes for which the meeting is called, as determined by the Board, shall be delivered by the Company not less than 5 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with the terms herein to each Record Holder who is entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware or applicable federal law or any exchange on which any Shares are then listed. Only such business shall be conducted at a meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting. Any previously scheduled meeting of the Members may be postponed, and any meeting of the Members may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting of the Members. (b) The Board shall designate the place of meeting for any meeting of the Members. If no designation is made, the place of meeting shall be the principal office of the Company.

  • Conduct of Meeting Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

  • Merger Without Meeting of Shareholders 10 ARTICLE II

  • Place of Meeting The annual meeting, or any special meeting of the Members, shall be held in Nashville, Tennessee, unless otherwise designated by them. A waiver of notice, signed by all Members, may designate any place, either within or without the State, as the place for the holding of such meeting. If a special meeting be otherwise called, the place of meeting shall be the office of the Company in the State of Tennessee, except as otherwise provided in Section 5 of this Article.

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