Parent Special Meeting. (a) As soon as reasonably practicable (and in any event within three (3) days) following the execution and delivery of this Agreement, Parent shall prepare and file with the SEC a proxy statement (the "Proxy Statement"), to be used for the purpose of soliciting proxies from the shareholders of Parent ("Parent Shareholders") to vote in favor of (i) the adoption of an amendment to the articles of incorporation of Parent, to be filed immediately prior to the Effective Time, to approve an increase in the authorized shares of Parent to 75,000,000 shares, consisting of 74,000,000 common shares and 1,000,000 preferred shares (the "Parent Charter Amendment", and all such proposals necessary to adopt the Parent Charter Amendment, the "Charter Proposals"), (ii) the issuance of the Parent Common Shares to be issued as part of the Merger Consideration and any shares that may become issuable as part of the Financing (or any Alternate Financing) pursuant to applicable NASDAQ listing rules (the "NASDAQ Proposal"), (iii) the adoption of an amendment to the Equity Plan, the form of which amendment shall be agreed to by the parties to this Agreement and approved by the Parent Board prior to filing the Proxy Statement, to increase the number of shares available for awards thereunder by up to 1,500,000 shares, (iv) to adjourn the shareholder meeting to a later date or dates if it is determined by Parent and the Company that additional time is necessary to consummate the transactions contemplated by this Agreement for any reason, and (v) the approval of any other proposals reasonably agreed among Parent and the Company (collectively, the "Parent Shareholder Matters") at a meeting of Parent Shareholders to be called and held for such purpose (the "Special Meeting"). The Charter Proposals and the NASDAQ Proposal are referred to herein as the "Necessary Shareholder Matters".
(b) Parent shall take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or "blue sky" Laws, and the rules and regulations thereunder in connection with the issuance of any Parent Stock.
(c) Parent shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use commercially reasonable efforts to cause the Proxy Statement to be cleared by the SEC as promptly as practicable. Parent shall also take any and all actions re...
Parent Special Meeting. 5.9(b) Parent Stockholder Approval..........................................4.3(a) Parent Stockholders Agreement .....................................
Parent Special Meeting. The requisite stockholder approval shall have been obtained by Parent at a Special Meeting of its Stockholders to approve the Parent Stock Issuance pursuant to the requirements of NASDAQ.
Parent Special Meeting. 57 7.18 Listing ............................................................................................................ 59 7.19 Termination of Affiliate Transaction Contracts ............................................. 59 7.20 Rule 16b-3 ...................................................................................................... 59 7.21 Financing........................................................................................................ 59 iii DB1/ 97944280.20
Parent Special Meeting. 57 DB1/ 97944280.20
Parent Special Meeting. As soon as reasonably practicable after the Closing, Parent shall take all action necessary under all applicable legal requirements and the requirements of the Eligible Market, if any, to either (i) give notice of and hold a special meeting of shareholders of Parent or (ii) take action by written consent of the Parent Shareholders to elect directors, if necessary, and vote on the Name Change, the Redomestication, the Redomestication Articles, substantially in the form attached as Exhibit E hereto, and any other amendments to the charter documents of Parent relating to the foregoing. Subject to its fiduciary obligations, the board of directors of Parent shall advise the Parent Shareholders of its conclusion that a vote in favor of these proposals is advisable, fair and in the best interests of Parent and the Parent Shareholders.
Parent Special Meeting. 8 Section 1.63. Parent Stockholder Approval................................................8 Section 1.64. Permits....................................................................9 Section 1.65. Permitted Liens............................................................9 Section 1.66. Person.....................................................................9 Section 1.67. PPM........................................................................9 Section 1.68. Prime Rate.................................................................9 Section 1.69. Registrable Security or Securities.........................................9 Section 1.70. Restricted Security........................................................9 Section 1.71. SEC.......................................................................10 Section 1.72. Securities Act............................................................10 Section 1.73. Shelf Registration Statement..............................................10 Section 1.74. Subsidiary................................................................10 Section 1.75. Surviving Corporation.....................................................10 Section 1.76. Tax; Taxes................................................................10 Section 1.77. Tax Return................................................................10
Parent Special Meeting. (a) Parent shall immediately upon execution of this Agreement seek the acceptance hereof by the Eligible Market, to the extent reasonably practicable, and shall pay such fees and file such documents as are customary in seeking such acceptance. Parent shall timely provide copies of all communications to and from the Eligible Market to Kidville.
(b) As soon as reasonably practicable after the Closing, Parent shall take all action necessary under all applicable legal requirements and the requirements of the Eligible Market, if any, to either (i) give notice of and hold a special meeting of stockholders of Parent or (ii) take action by written consent of the stockholders of Parent to elect directors, if necessary, and vote on the Recapitalization Amendment, the Reverse Split, the Name Change, the Parent 2008 Inventive Compensation Plan an amended and restated Parent Certificate, substantially the form attached as Exhibit H hereto, and any other amendments to the charter documents of Parent relating to the foregoing; provided, that the Recapitalization Amendment shall require approval by both (A) a majority of the stockholders of the Parent and (B) a majority of the stockholders of Parent, excluding the parties to the Longfoot Purchase Agreement and their Affiliates. Subject to its fiduciary obligations, the Board of Directors of Parent shall advise Parent’s stockholders of its conclusion that a vote in favor of these proposals is advisable, fair and in the best interests of Parent and its stockholders.
Parent Special Meeting. 8 Section 1.60. Parent Stockholder Approval. 8 Section 1.61. Permits. 8 Section 1.62. Permitted Liens. 8 Section 1.63. Person. 8 Section 1.64. Prime Rate. 8 Section 1.65.
Parent Special Meeting. “Parent Special Meeting” shall mean the special or annual meeting of stockholders of Parent called pursuant to Section 3.1 hereof to consider, adopt and approve this Agreement and the transactions contemplated herein, and any adjournments thereof.Section 1.60.
