Meeting of Parent Stockholders. (a) As soon as practicable following the date upon which the Registration Statement becomes effective with the SEC, Parent shall take all action necessary in accordance with the DGCL, its Certificate of Incorporation and Bylaws, and the rules of the NNM to duly call, give notice of and hold the Parent Stockholder Meeting. (b) Once the Parent Stockholder Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholder Meeting (other than for the absence of a quorum) without the prior written consent of the Company. (c) Parent’s Board of Directors shall make the Parent Board Recommendation. Parent shall solicit from stockholder of Parent proxies in favor of the issuance of shares of Parent Common Stock in connection with the Merger and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that its obligation to duly call, give notice of, convene and hold the Parent Stockholder Meeting as required by this Section 5.3 shall not be affected by the withdrawal, amendment or modification of the Parent Board Recommendation. (d) Notwithstanding anything to the contrary contained in this Agreement, the Parent may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Parent’s stockholders.
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Samples: Merger Agreement (Xenogen Corp), Agreement and Plan of Merger (Xenogen Corp)
Meeting of Parent Stockholders. (a) As soon as practicable following the date upon which the Registration Statement becomes is declared effective with by the SEC, Parent shall take all action necessary in accordance with the DGCL, DGCL and its Certificate of Incorporation and Bylaws, and the rules of the NNM Bylaws to duly call, give notice of and hold the Parent Stockholder Special Meeting.
(b) Once Unless this Agreement shall have been terminated in accordance with Article 8 hereof , once the Parent Stockholder Special Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholder Special Meeting (other than for the absence of a quorumquorum and then only to such future date as is reasonably acceptable to the Company) without the prior written consent of the Company.
(c) Unless this Agreement shall have been terminated in accordance with Article 8 hereof, Parent’s Board of Directors shall make recommend that the Parent Board Recommendation. Merger be approved and this Agreement be approved and adopted by the stockholders of Parent, and Parent shall solicit from stockholder stockholders of Parent proxies in favor of the issuance of shares of Parent Common Stock in connection with the Merger and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that its obligation to duly call, give notice of, convene and hold the Parent Stockholder Meeting as vote or consent of stockholders required by this Section 5.3 shall not be affected by the withdrawal, amendment or modification DGCL and its Certificate of Incorporation to authorize and approve the Parent Board RecommendationMerger.
(d) Notwithstanding anything to the contrary contained in this Agreement, Parent, after consultation with the Parent Company, may adjourn or postpone the Parent Stockholder Special Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Parent’s stockholders.
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Samples: Merger Agreement (Vaxgen Inc)
Meeting of Parent Stockholders. (a) As soon as practicable following the date upon which the Registration Statement becomes effective with the SEC, Parent shall take all action necessary in accordance with the DGCL, its Certificate of Incorporation and Bylaws, and the rules of the NNM to duly call, give notice of and hold the Parent Stockholder Meeting.
(b) Once the Parent Stockholder Meeting has been called and noticed, Parent shall not postpone or adjourn the Parent Stockholder Meeting (other than for the absence of a quorum) without the prior written consent of the Company.
(c) Parent’s 's Board of Directors shall make the Parent Board Recommendation. Parent shall solicit from stockholder of Parent proxies in favor of the issuance of shares of Parent Common Stock in connection with the Merger and shall take all other action reasonably necessary or advisable to secure the Parent Stockholder Approval. Parent agrees that its obligation to duly call, give notice of, convene and hold the Parent Stockholder Meeting as required by this Section 5.3 shall not be affected by the withdrawal, amendment or modification of the Parent Board Recommendation.
(d) Notwithstanding anything to the contrary contained in this Agreement, the Parent may adjourn or postpone the Parent Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Parent’s 's stockholders.
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