Meeting of the Company's Stockholders. (a) After consummation of the Offer, to the extent required by applicable law, the Company shall promptly take all action necessary in accordance with the DGCL and the Company's certificate of incorporation and bylaws to convene the Company Stockholder Meeting to consider and vote on the Merger and this Agreement. At the Company Stockholder Meeting, all of the Shares then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement. Subject to Section 5.02, the Board of Directors of the Company shall recommend that the Company's stockholders vote to approve the Merger and this Agreement if such vote is sought, shall use commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action in its judgment necessary and appropriate to secure the vote of stockholders required by the DGCL to effect the Merger.
(b) If required under applicable law, the Company and Parent shall prepare the Proxy Statement, file it with the SEC under the Exchange Act as promptly as practicable after Merger Subsidiary purchases Shares pursuant to the Offer, and use all reasonable efforts to have it cleared by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, the Company shall mail the Proxy Statement to the stockholders of the Company as of the record date for the Company Stockholder Meeting.
(c) Parent and Merger Subsidiary shall not, and they shall cause their subsidiaries not to, sell, transfer, assign, encumber or otherwise dispose of the Shares acquired pursuant to the Offer or otherwise prior to the Company Stockholder Meeting; provided, however, that this Section 5.07(c) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all such Shares in transactions involving solely Parent, Merger Subsidiary and/or one or more of their wholly-owned subsidiaries.
(d) Notwithstanding the foregoing, in the event that Merger Subsidiary shall acquire Shares representing at least 90% of the votes represented by all outstanding Common Stock, the parties hereto agree, at the request of Merger Subsidiary, to take all necessary and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the DGCL, as soon as reasonably practicable after such acquisition, without a meeting of the stockholders of the Company.
Meeting of the Company's Stockholders. If required by applicable law in order to consummate the Merger, the Company acting through its Board of Directors shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene a meeting of the Company's stockholders (the "Stockholders Meeting") as promptly as practicable following the purchase of Shares in the Offer. At the Stockholders Meeting, all of the Shares then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement (subject to applicable law). Unless the Board of Directors has withdrawn or modified its recommendation in accordance with the provisions of Section 6.03, the Board of Directors of the Company shall recommend that the Company's stockholders vote to approve the Merger and this Agreement if such vote is sought, shall use its commercially reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger if a proxy statement is prepared and sent and shall take all other action in its judgment necessary and appropriate to secure the vote of stockholders required by the DGCL to effect the Merger.
Meeting of the Company's Stockholders. The Company shall promptly after execution of this Agreement take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene a stockholder meeting to consider and vote on the Merger and this Agreement (the "Stockholder Meeting"). At the Stockholder Meeting, all of the shares of Company Common Stock then owned by Newco or any other affiliate of Newco shall be voted to approve the Merger and this Agreement. Subject to Section 5.1, the Board of Directors of the Company (and the Special Committee) shall recommend that the Company's stockholders vote to approve the Merger and this Agreement if such vote is sought, shall use its reasonable efforts to solicit from stockholders of the Company proxies in favor of the Merger and shall take all other action in its judgment necessary and appropriate to secure the vote of stockholders required by the DGCL to effect the Merger.
Meeting of the Company's Stockholders. The Company shall as ------------------------------------- promptly as practicable after the date of this Agreement take all action necessary in accordance with the CBCA and its Articles of Incorporation and bylaws to convene a meeting of the Company's stockholders (the "Company Stockholders' Meeting") to act on this Agreement. The Board of Directors of the Company shall recommend that the Company's stockholders vote to approve the Merger and adopt this Agreement; provided, however, that the Company may change its recommendation in any manner if its recommendation of the Merger would be inconsistent with the board of directors' fiduciary duties under applicable law, as determined by the board of directors in good faith after consultation with its financial and legal advisors.
Meeting of the Company's Stockholders. If required by applicable Law in order to consummate the Merger (including if the conditions to the Top-Up Option are not satisfied or the Top-Up Option is for any reason deemed to be invalid or unenforceable), the Company, acting through the Company Board, shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and Bylaws to convene a meeting of the Company’s stockholders (the “Stockholders Meeting”) as promptly as practicable following the earlier of (i) the Acceptance Date and (ii) a termination or expiration of the Offer that does not result in the termination of this Agreement. At the Stockholders Meeting, all of the Shares then owned by Parent, Merger Subsidiary or any other subsidiary of Parent shall be voted to approve the Merger and this Agreement (subject to applicable Law). Unless the Board of Directors has withdrawn or modified its recommendation in accordance with the provisions of Section 6.3, the Board of Directors of the Company shall recommend that the Company’s stockholders vote to approve the Merger and this Agreement if such vote is sought, shall use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the Merger if a proxy statement is prepared and sent and shall take all other action in its judgment reasonably necessary and appropriate to secure the vote of stockholders required by the DGCL to effect the Merger.
Meeting of the Company's Stockholders. The Company will take all action necessary in accordance with applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders as promptly as practicable to consider and vote upon the approval of this Agreement and the Merger. The Board of Directors of the Company shall recommend such approval and the Purchaser and the Company shall each take all lawful action to solicit such approval, including, without limitation, timely mailing the Proxy Statement (as defined in Section 5.7); provided, however, that such recommendation or solicitation is subject to any action (including any withdrawal or change of its recommendation) taken by, or upon authority of, the Board of Directors of the Company in the exercise of its good faith judgment based upon the advice of outside counsel as to its fiduciary duties to its stockholders imposed by law.
Meeting of the Company's Stockholders. The Company will, as soon ------------------------------------- as practicable after the expiration of the Offer, take all action necessary under applicable law and its Certificate of Incorporation and By-laws to convene and hold a special meeting of its stockholders (the "Special Meeting") if such meeting is required by applicable law for the purpose of approving the Merger and this Agreement. At any such Special Meeting, or if the Company shall obtain approval of this Agreement and the Merger by written consent of the stockholders of the Company, Parent and Purchaser shall vote or execute written consents with respect to all shares of Common Stock owned by them in favor of approval and adoption of this Agreement and the Merger. None of Parent, Purchaser or any other direct or indirect subsidiary of Parent shall, prior to the Effective Time, dispose of any shares of Common Stock; provided, however, that any such shares may be (i) transferred to Purchaser by Parent or any other direct or indirect subsidiary of Parent or (ii) disposed of in connection with any Superior Transaction (as defined below) entered into by the Company pursuant to Section 6.1(l)(iii). Subject to the fiduciary duties of the Company Board and the terms of this Agreement, including the provisions of Section 6.1(l) hereof, the Company shall use its reasonable best efforts to obtain at the Special Meeting a favorable vote of its stockholders on the approval and adoption of the Merger and this Agreement.
Meeting of the Company's Stockholders. (a) If required by applicable law in order to consummate the Merger, the Company shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Meeting as promptly as practicable following the purchase of
(b) Parent and Merger Subsidiary shall not, and 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 earlier of the Meeting and the Effective Time; provided, however, that this Section 6.09(b) shall not apply to the sale, transfer, assignment, encumbrance or other disposition of any or all of such shares of Company Common Stock in transactions solely involving Parent, Merger Subsidiary and/or one or more of their wholly-owned subsidiaries.
Meeting of the Company's Stockholders. The Company shall as promptly as practicable after the date of this Agreement take all action necessary in accordance with Delaware Law and its Restated Certificate of Incorporation and bylaws to convene a meeting of the Company's stockholders (the "Company Stockholders' Meeting") to act on this Agreement. The Board of Directors of the Company shall, subject to its fiduciary duties, recommend that the Company's stockholders vote to approve the Merger and adopt this Agreement, and use its reasonable best efforts to solicit from stockholders of the Company proxies in favor of the Merger and to take all other action in its judgment necessary and appropriate to secure the vote of stockholders required by Delaware Law to effect the Merger. Between the date hereof and the Effective Time, neither Parent nor any of its subsidiaries shall acquire, or agree to acquire, whether in the open market or otherwise, any rights in any equity securities of the Company other than pursuant to the Merger.
Meeting of the Company's Stockholders. The Company shall as promptly as practicable after the date of this Agreement take all action necessary in accordance with the NRS and its Restated Articles of Incorporation and bylaws to convene a meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to act on this Agreement. The Board of Directors of the Company shall recommend that the Company’s stockholders vote to approve this Agreement (the “Directors’ Recommendation”); provided, however, that the Directors’ Recommendation may be changed by the Board of Directors of the Company in any manner if the Directors’ Recommendation would be inconsistent with the Company’s Board of Directors’ fiduciary duties under applicable law, as concluded by such Board of Directors in good faith after consultation with its financial and legal advisors; and provided, further, that the Company shall not be obligated to convene a meeting of the Company’s stockholders as contemplated by this Section 5.08 in the event the Board of Directors of the Company shall have withdrawn the Directors’ Recommendation in accordance with this Section 5.08.
