OptiSystems General Meeting Sample Clauses

OptiSystems General Meeting. 4.2.3.1 OptiSystems shall take all action necessary under all applicable legal requirements to call (immediately after the execution and delivery of this Agreement), give notice of and hold a meeting of the holders of OptiSystems Shares to vote on the proposal to approve the Merger (the "OptiSystems General Meeting"). Subject to the notice requirements of the Israeli Companies Law and the Articles of Association of OptiSystems, the OptiSystems General Meeting shall be held (on a date selected by OptiSystems in consultation with BMC) as promptly as practicable after the date hereof. OptiSystems shall ensure that all proxies solicited in connection with the OptiSystems General Meeting are solicited in compliance with all applicable legal requirements. In the event that BMC shall cast any votes in respect of the Merger, BMC shall disclose to OptiSystems its interest in such shares so voted. 4.2.3.2 The Proxy Statement shall include a statement to the effect that the board of directors of OptiSystems recommends that OptiSystems' shareholders vote to approve the Merger at the OptiSystems General Meeting (the recommendation of OptiSystems' board of directors that OptiSystems' shareholders vote to approve the Merger being referred to as the "OptiSystems Board Recommendation"). The OptiSystems Board Recommendation shall not be withdrawn or modified in a manner adverse to BMC, and no resolution by the board of directors of OptiSystems or any committee thereof to withdraw or modify the OptiSystems Board Recommendation in a manner adverse to BMC shall be adopted or proposed. 4.2.3.3 OptiSystems' obligation to call, give notice of and hold the OptiSystems General Meeting in accordance with this Agreement shall not be limited or otherwise affected by the commencement, disclosure, announcement or submission of any OptiSystems Transaction Proposal (as hereinafter defined). 4.2.3.4 No later than three days after the approval of the Merger by OptiSystems' shareholders at the OptiSystems General Meeting, OptiSystems shall (in accordance with Section 317(b) of the Companies Law) inform the Companies Registrar of the decision of the OptiSystems General Meeting with respect to the Merger.
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Related to OptiSystems General Meeting

  • NOTICE OF GENERAL MEETINGS At least seven clear days’ notice in writing counting from the date service is deemed to take place as provided in these Articles specifying the place, the day and the hour of the meeting and the general nature of the business, shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under these Articles, entitled to receive such notices from the Company, but with the consent of all the Shareholders entitled to receive notice of some particular meeting and attend and vote thereat, that meeting may be convened by such shorter notice or without notice and in such manner as those Shareholders may think fit.

  • GENERAL MEETINGS The Academy Trust shall hold an Annual General Meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Academy Trust and that of the next. Provided that so long as the Academy Trust holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Governors shall appoint. All meetings other than Annual General Meetings shall be called General Meetings.

  • Union Meetings The Employer recognizes the Union's interest in keeping its members informed and aware of its activities through regular union meetings. The Employer may approve the use of the agency facilities to hold union meetings. Union meetings, including general and/or committee(s) meetings, held on employer premises will not interfere with the operation of the Employer.

  • Association Meetings The Association shall have the right to use school facilities for meetings without cost after the regular students’ school day.

  • Annual Meetings The Annual Meeting of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

  • PROCEEDINGS AT GENERAL MEETINGS No business shall be transacted at any meeting unless a quorum is present. A Member counts towards the quorum by being present either in person or by proxy. Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.

  • Contract Negotiation Meetings When operational requirements permit, the Employer will grant leave without pay to an employee for the purpose of attending contract negotiation meetings on behalf of the Alliance. Preparatory Contract Negotiation Meetings

  • Meeting of Shareholders (a) Promptly after the date hereof, the Company shall take all action necessary in accordance with the GBCC and its Articles of Incorporation and by-laws to convene a meeting of shareholders ("Company Shareholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of the Company nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to Parent, the approval or recommendation by the Board of Directors of the Company or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(a) shall prohibit the Company from making any disclosure to the Company's shareholders if, in the good faith judgment of the Board of Directors of the Company (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law. The Company shall deliver to Parent, concurrent with the execution and delivery of this Agreement, the Voting Agreement executed by Szlam. (b) If necessary, Parent shall take all action necessary in accordance with the DGCL and its Certificate of Incorporation and by-laws to convene a meeting of stockholders (the "Parent Stockholders Meeting") to be held as promptly as practicable after the S-4 Registration Statement is declared effective by the SEC for the purposes of voting upon this Agreement and the Merger. Neither the Board of Directors of Parent nor any committee thereof shall, except as required by their fiduciary duties as determined in good faith (in reliance on the opinion of its outside counsel), withdraw or modify, or propose to withdraw or modify, in a manner adverse to the Company, the approval or recommendation by the Board of Directors of Parent or such committee of this Agreement or the Merger. Nothing contained in this Section 6.3(b) shall prohibit Parent from making any disclosure to Parent's stockholders if, in the good faith judgment of the Board of Directors of Parent (in reliance upon the opinion of its outside counsel), such disclosure is necessary for the Board of Directors to comply with its fiduciary duties under applicable law.

  • Labour Management Meetings The committee meeting shall normally be held every second month however, either party may call a meeting of the Joint Labour Management Committee. The meeting shall be held at a time and place fixed by mutual agreement but no later than fourteen (14) calendar days after the initial request, unless mutually agreed.

  • Merger Without Meeting of Shareholders 10 ARTICLE II

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