Common use of Meeting of Parent Shareholders Clause in Contracts

Meeting of Parent Shareholders. (a) As promptly as possible after the date hereof, Parent will take all action necessary in accordance with the Florida Business Corporation Act and its Certificate of Incorporation and Bylaws to convene a meeting of the Parent’s shareholders (the “Parent Shareholders’ Meeting”), and shall use its reasonable best efforts to cause the Parent Shareholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within forty-five (45) days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon approval of the Charter Amendment, the Share Issuance and the CVR Issuance. Parent will use its commercially reasonable efforts to solicit from its shareholders proxies in favor of approval of the Charter Amendment, the Share Issuance and the CVR Issuance and will take all other actions reasonably necessary or advisable to secure the vote or consent of its shareholders required by Parent’s Articles of Incorporation and Bylaws and the Florida Business Corporation Act, and the rules and regulations of the NASDAQ Capital Market. Parent may adjourn or postpone the Parent Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Parent’s shareholders in advance of a vote on the approval of Charter Amendment, the Share Issuance and the CVR Issuance or, if as of the time for which the Parent Shareholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholders’ Meeting. Parent shall ensure that the Parent Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Shareholders’ Meeting are solicited, in compliance with the Florida Business Corporation Act, its Certificate of Incorporation and Bylaws, and all other applicable laws.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Narrowstep Inc), Agreement and Plan of Merger (Onstream Media CORP)

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Meeting of Parent Shareholders. (ai) As promptly as possible after the date hereof, Parent will take all action necessary in accordance with the Florida Business Corporation Act applicable laws of Singapore and its Certificate of Incorporation and Bylaws the Parent Charter Documents to convene and hold a meeting of the Parent’s its shareholders (the “Parent Shareholders’ Meeting”), ) to consider and shall use its reasonable best efforts to cause vote upon the approval of the issuance of the Parent Shareholders' Meeting Ordinary Shares required to be issued in the Merger (the “Parent Voting Proposal”) to be held as promptly as practicablereasonably practicable after the Registration Statement is declared effective under the Securities Act, and in any event (to the extent permissible under applicable lawLegal Requirements) within forty-five (45) 45 days after the declaration of effectiveness mailing of the Registration Joint Proxy Statement, for /Prospectus to the purpose of voting upon approval of the Charter Amendment, the Share Issuance and the CVR IssuanceParent’s shareholders. Parent will use its commercially reasonable best efforts to solicit from its shareholders proxies in favor of approval of the Charter Amendment, the Share Issuance and the CVR Issuance and will take all other actions reasonably necessary Parent Voting Proposal or advisable otherwise to secure the vote or consent of its shareholders required by Parent’s Articles the applicable laws of Incorporation and Bylaws and Singapore to obtain such approvals. Notwithstanding anything to the Florida Business Corporation Actcontrary contained in this Agreement, and the rules and regulations of the NASDAQ Capital Market. Parent may adjourn or postpone the Parent Shareholders’ Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Parent’s its shareholders in advance of a vote on the approval of Charter Amendment, the Share Issuance and the CVR Issuance Parent Voting Proposal or, if as of the time for which the Parent Shareholders’ Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholders’ Meeting. Parent shall ensure that the Parent Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent it in connection with the Parent Shareholders’ Meeting are solicited, in compliance with the Florida Business Corporation Actlaws of Singapore, its Certificate of Incorporation and Bylaws, the Parent Charter Documents and all other applicable lawsLegal Requirements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flextronics International Ltd.), Agreement and Plan of Merger (Solectron Corp)

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Meeting of Parent Shareholders. (a) As promptly as possible Promptly after the date hereof, Parent will take all action necessary in accordance with the Florida Business Corporation Act Companies Act, Chapter 50 of Singapore and its Certificate Articles of Incorporation and Bylaws Association to convene a meeting of the Parent’s shareholders (the “Parent Shareholders’ Meeting”), and shall use its reasonable best efforts to cause the Parent Shareholders' Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within forty-five (45) 45 days after the declaration of effectiveness of the Registration Statement, for the purpose of voting upon approval of the Charter Amendment, the Share Issuance and the CVR Issuance. Parent will use its commercially all reasonable efforts to solicit from its shareholders proxies in favor of approval the issuance of Parent Ordinary Shares pursuant to the Charter AmendmentMerger, the Share Issuance and the CVR Issuance and will take all other actions reasonably action necessary or advisable to secure the vote or consent of its shareholders required by Parent’s Articles of Incorporation and Bylaws and the Florida Business Corporation Act, and the rules and regulations of Nasdaq or Singapore law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Parent may, with the consent of the NASDAQ Capital Market. Parent may meeting, adjourn or postpone the Parent Shareholders' Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement/Prospectus is provided to the Parent’s shareholders Parent Shareholders in advance of a vote on the approval issuance of Charter AmendmentParent Ordinary Shares pursuant to the Merger, the Share Issuance and the CVR Issuance or, if as of the time for which the Parent Shareholders' Meeting is originally scheduled (as set forth in the Joint Proxy Statement/Prospectus) there are insufficient shares of Parent Common Stock Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Shareholders' Meeting. Parent shall ensure that the Parent Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by Parent in connection with the Parent Shareholders' Meeting are solicited, solicited in compliance with the Florida Business Corporation ActSingapore law, its Certificate Articles of Incorporation and BylawsAssociation, the rules of Nasdaq and all other applicable lawslegal requirements. Parent's obligation to call, give notice, or convene and hold the Parent Shareholders' Meeting in accordance with this Section 5.3(a) shall not be limited to or otherwise affected by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Parent with respect to the issuance of Parent Ordinary Shares pursuant to the Merger.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Flextronics International LTD)

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