Parent Shareholder Meeting. As soon as reasonably practicable after obtaining the SHSE Clearance (but in any event within fifteen (15) Business Days thereof), Parent shall hold the Parent Shareholder Meeting. Parent shall, and shall cause its Subsidiaries and Representatives to, use their respective reasonable best efforts to solicit proxies from the Parent’s shareholders in favor of the approval of this Agreement, the Merger and the other transactions contemplated hereby and to obtain the Parent Shareholder Approval, and otherwise comply with all legal requirements applicable to the Parent Shareholder Meeting. Prior to the Effective Time or termination of this Agreement in accordance with its terms, the Board of Directors of Parent will not (i) (A) change, withhold, withdraw, qualify or modify, or publicly propose to change, withhold, withdraw, qualify or modify, in a manner adverse to the Company, the Parent Board Resolutions, (B) fail to submit for approval at the Parent Shareholders Meeting the matters resolved in the Parent Board Resolutions which are required to be approved at the Parent Shareholders Meeting in in connection with the transaction contemplated by this Agreement, (C) approve, or recommend the approval of, or publicly propose to approve, or recommend the approval of, any proposed alternative transaction, agreement or arrangement requiring or reasonably likely to cause Parent to abandon, terminate, or fail to consummate the Merger or any other transaction contemplated by this Agreement (a “Parent Alternate Proposal”), or (D) fail to publicly reaffirm the Parent Board Resolutions following any Parent Alternate Proposal having been publicly made, proposed or communicated (and not publicly withdrawn) within ten (10) Business Days after the Company so requests in writing or (ii) authorize, cause or permit Parent or any of its Subsidiaries or Representatives to execute or enter into any letter of intent or similar agreement or arrangement or enter into any agreement or, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar document, contract, agreement or arrangement with respect to any Parent Alternate Proposal.
Parent Shareholder Meeting. Following the clearance of the Proxy Statement/Prospectus by the SEC and subject to the other provisions of this Agreement, Parent shall (i) mail the Proxy Statement/Prospectus to the Parent’s stockholders and (ii) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Parent Shareholder Meeting”) for the purpose of voting upon the approval the issuance of shares of Parent Stock pursuant to the Merger and this Agreement, as required under the NASDAQ Listing Rules. The Parent Board shall recommend a vote in favor of the issuance of the Parent Stock in connection with the Merger and include in the Proxy Statement/Prospectus such recommendation. Parent will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of the issuance of the Parent Stock in connection with the Merger. Notwithstanding any other provision hereof, Parent may postpone or adjourn the Parent Shareholder Meeting: (a) with the consent of the Company; (b) for the absence of a quorum; or (c) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Parent Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Parent’s shareholders prior to the Parent Shareholder Meeting.
Parent Shareholder Meeting. (a) Parent shall call and hold the Parent Shareholder Meeting as promptly as practicable for the purpose of voting upon the Parent Share Issuance and Parent shall use its reasonable best efforts to hold the Parent Shareholder Meeting as soon as practicable after the date on which the Registration Statement becomes effective and Parent agrees that the Parent Share Issuance shall be submitted for approval at the Parent Shareholder Meeting. Notwithstanding anything to the contrary in this Agreement, Parent may, but shall not be required to, adjourn or postpone the Parent Shareholder Meeting to the extent necessary to ensure that any necessary supplement or amendment to the Joint Proxy Statement is provided to its shareholders in advance of a vote on the approval of the Parent Share Issuance, or, if, as of the time for which the Parent Shareholder Meeting is originally scheduled, there are insufficient Parent Common Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting.
Parent Shareholder Meeting. (a) Subject to the terms and conditions of this Agreement, in order to facilitate the transactions contemplated hereby and by the Merger Agreement, Parent shall use reasonable best efforts to (i) seek approval as promptly as practicable from the TSX to the Parent Shareholder Approval being obtained by written consent of the holders of Parent Shares and multiple voting shares of Parent representing more than 50% of the votes attached to all outstanding Parent Shares and multiple voting shares of Parent, voting together, in lieu of holding a Parent Shareholder Meeting (the “Parent Shareholder Written Consent”), and (ii) seek to obtain, in compliance with applicable Law, the Parent Shareholder Written Consent. In the event that the Parent Shareholder Written Consent is not obtained, or the TSX is not willing to grant conditional approval for the listing of the Parent Shares issuable pursuant to the Parent Share Issuance based on the Parent Shareholder Written Consent, then in either case, subject to the terms of this Agreement, Parent shall:
Parent Shareholder Meeting. Parent shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold Parent Shareholder Meeting in accordance with Applicable Law and the Organizational Documents of Parent for the purpose of obtaining Parent Shareholders Approval, which meeting shall be held no more than forty days after the mailing of the Joint Proxy Statement (unless the Company shall consent to a different date). Subject to the right of the Parent Board to make a Parent Adverse Recommendation Change in accordance with Section 6.06, Parent shall use its reasonable best efforts (including postponing or adjourning Parent Shareholder Meeting to obtain a quorum or to solicit additional proxies, but for no other reason without the prior consent of the Company, such consent not to be unreasonably withheld) to obtain Parent Shareholders Approval. Subject to Section 6.06(b), the Parent Board shall include Parent Board Recommendation in the Joint Proxy Statement. At the Parent Shareholder Meeting, holders of Parent Common Stock may also be asked to approve, at the option of Parent, (i) the election of directors of Parent, (ii) a new stock or equity incentive plan, and (iii) such other matters as may be required under Applicable Law to be considered at such meeting or otherwise reasonably approved by the Company.
Parent Shareholder Meeting. The Parent, acting through the Parent Board, will as promptly as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Parent Shareholder’ Meeting for the purpose of obtaining the Requisite Shareholder Approval.
Parent Shareholder Meeting. As promptly as practicable following the receipt of the SZSE Approval, but in any event no later than the seventeenth (17th) calendar day after receipt of the SZSE Approval, Parent shall hold the Parent Shareholder Meeting and shall not postpone or adjourn the Parent Shareholder Meeting without Seller’s prior written consent. The Parent Board shall recommend in the Parent Shareholder Notice and at the Parent Shareholder Meeting that its shareholders vote in favor of approving this Agreement and the transactions contemplated by the Agreement at the Parent Shareholder Meeting and shall use its reasonable best efforts to obtain the Parent Shareholder Approval. The Parent Board shall not withdraw, amend, modify, alter or otherwise change such recommendation in any manner adverse to Seller. Except as may be expressly required by the SZSE, applicable Law or the corporate organizational documents of Parent to obtain the SZSE Approval, Parent shall not amend, modify, alter or otherwise make any changes to the Parent Shareholder Notice (and any such amendment, modification, alteration or other change shall not affect the timing requirements provided in the first sentence of this paragraph); provided, that, Seller and its counsel shall be provided a reasonable opportunity to review and comment on any such amendment or modification and Parent shall give reasonable and good faith consideration to such comments. For the avoidance of doubt, any communications from Parent or its Affiliates related to the Parent Shareholder Meeting shall be made in accordance with the provisions of Section 5.6.
Parent Shareholder Meeting. Following the clearance of the Proxy Statement/Prospectus by the SEC and subject to the other provisions of this Agreement, Parent shall duly call, give notice of, convene and hold a special meeting of its shareholders (the “Parent Shareholder Meeting”) for the purpose of voting upon the approval the issuance of shares of Parent Stock pursuant to the Mergers and this Agreement, as required under the NASDAQ Listing Rules. The Parent Board shall recommend a vote in favor of the issuance of the Parent Stock in connection with the Mergers and include in the Proxy Statement/Prospectus such recommendation. Parent will use commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of the issuance of the Parent Stock in connection with the Mergers. Notwithstanding any other provision hereof, Parent may postpone or adjourn the Parent Shareholder Meeting: (a) with the consent of the Company; (b) for the absence of a quorum; or (c) to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Parent Board has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Parent’s shareholders prior to the Parent Shareholder Meeting.
Parent Shareholder Meeting. “Parent Shareholder Meeting” shall have the meaning set forth in Section 4.6(a).
Parent Shareholder Meeting. Parent agrees to convene a meeting of its shareholders to consider and vote upon a reverse split of its outstanding common stock and to amend its Articles of Incorporation to change its name to "Xxxxxxxx Homes Corporation" and to revise provisions of its Articles regarding certain terms of its preferred stock. The terms of the reverse stock split and the proposed amendment to its Articles of Incorporation are set forth in a preliminary proxy filed with the SEC on March 7, 2003. The meeting is tentatively scheduled for March 31, 2003. Parent agrees that its Board of Directors will recommend the proposals to its shareholders, mail the proxy materials to its shareholders at the earliest practical date, file the definitive proxy materials with the SEC and that the Board shall do everything reasonable in its power to hold the meeting as scheduled. Parent also agrees to file a certificate of correction with the Colorado Secretary of State to revise the number of shares that it is authorized to issue to 25,000,000 as the parties agree is probably accurate. In the event that the Parent cannot hold the shareholders' meeting as scheduled, it will notify Xxxxxxxx in writing at the earliest possible date and take such other action as may be necessary to postpone and/or reschedule the meeting in order to meet the Closing Date.
