Meeting of Target Shareholders Sample Clauses

Meeting of Target Shareholders. 26 7.4 Exemption from State Takeover Laws.............................................................27 7.5

Meeting of Target Shareholders. (a) Promptly after consummation of the Offer, Target shall prepare and file with the Commission, if required by federal securities laws, a preliminary form of the proxy statement (the "Proxy Statement") to be mailed to the shareholders of Target in connection with the meeting of such shareholders to consider and vote upon the Merger (the "Special Meeting"). Target will cause the Proxy Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act. Target will notify Acquirer of the receipt of any comments from the Commission or its staff and of any request by the Commission or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Acquirer with copies of all correspondence between Target or any of its representatives, on the one hand, and the Commission or its staff, on the other hand, with respect to the Proxy Statement prior to its being filed with the Commission and shall give Acquirer and its counsel the reasonable opportunity to review all amendments and supplements to the Proxy Statement and all responses to requests for additional information and replies to comments prior to their being filed with or sent to the Commission. Target agrees to use its commercially reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the Commission. As promptly as practicable after the Proxy Statement has been cleared by the Commission, Target shall mail the Proxy Statement to its shareholders. If at any time prior to the approval of this Plan of Merger by Target's shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, Target will prepare and mail to its shareholders such an amendment or supplement. (b) If necessary to consummate the Merger, Target will take all steps necessary in accordance with its Articles of Incorporation and Bylaws to call, give notice of, convene and hold a meeting of its shareholders (the "Special Meeting") as soon as reasonably

Meeting of Target Shareholders. (a) Target will take all action necessary in accordance with the California Law and its Articles of Incorporation and Bylaws to call, notice, convene and hold the Target Shareholders' Meeting to be held, or shall solicit the written consent of its Shareholders, as promptly as practicable, and in any event (to the extent permissible under applicable law) no more than ten (10) days after the California Commissioner of Corporations has issued a permit (the "PERMIT") declaring the Permit Application, Hearing Request and Hearing Notice with respect to the Merger effective, for the purpose of voting upon approval of this Agreement and the Merger. Subject to Section 4.7(c), Target will solicit from its shareholders proxies in favor of the approval of this Agreement and the Merger, and will use its commercially reasonable efforts to take all other action necessary or advisable to secure the vote or consent of its shareholders required by the rules of California Law to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, Target may adjourn or postpone the Target Shareholders' Meeting if as of the time for which Target Shareholders' Meeting is originally scheduled there are insufficient shares of Target Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Target Shareholders' Meeting. Target shall ensure that the Target Shareholders' Meeting is called, noticed, convened, held and conducted prior to and separate from any meeting of the Target Shareholders at which any Acquisition Proposal (as defined in Section 4.8) or Acquisition Transaction (as defined in Section 4.8) is considered or voted upon. All proxies and consents solicited by Target will be solicited in compliance with the California Law, its Articles of Incorporation and Bylaws, and all other applicable legal requirements. Target's obligation to call, give notice of, convene, hold and conduct the Target Shareholders' Meeting in accordance with this Section 4.7(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to Target of any Acquisition Proposal (as defined in Section 4.8), or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of Target to the Target Shareholders to approve this Agreement and the Merger. (i) A majority of the members of the Board of Directors of Target shall recommend that Target's sh...

Meeting of Target Shareholders. Subject to the provisions of section 1.7, and provided that the Crosshair Parties have entered into and complied in all material respects with their respective obligations under the Combination Agreement, if: (a) an Alternative Transaction involves a meeting or meetings of Target Shareholders, the Target Shareholder covenants and agrees in favour of the Crosshair Parties to vote in favour of any matters necessary or ancillary to the completion of the transactions contemplated by the Alternative Transaction in the same manner, mutatis mutandis, as that referred to in section 1.2, and (b) an Alternative Transaction includes the making of an offer by the Crosshair Parties or any of their affiliates to acquire the outstanding Securities, the Target Shareholder covenants and agrees in favour of the Crosshair Parties to deposit or cause to be deposited the Subject Securities to such offer.