Parent Special Meeting Sample Clauses
Parent Special Meeting. (a) Parent shall use commercially reasonable efforts to, as promptly as practicable, (i) establish the record date, or duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL, (ii) after the Registration Statement has been declared effective under the Securities Act, cause the Proxy Statement to be disseminated to Parent Stockholders in compliance with applicable Law and (iii) after the Registration Statement has been declared effective under the Securities Act, solicit proxies from the holders of Parent Common Stock to vote in accordance with the recommendation of the Parent Board with respect to each of the Proposals.
(b) Parent shall, through the Parent Board, recommend to its stockholders that they approve the Proposals (the “Parent Board Recommendation”) and shall include the Parent Board Recommendation in the Proxy Statement. The Parent Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation.
(c) To the fullest extent permitted by applicable Law, ▇▇▇▇▇▇ agrees that if the Parent Stockholder Approval shall not have been obtained at any such Special Meeting, then Parent shall promptly continue to take all such actions necessary, proper or advisable, including the actions required by this Section 7.2, and hold such additional Special Meetings in order to obtain the Parent Stockholder Approval. Parent may only adjourn the Special Meeting (i) to solicit additional proxies for the purpose of obtaining the Parent Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Parent has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by Parent Stockholders prior to the Special Meeting; provided, that, without the consent of the Company, the Special Meeting shall not be held later than three (3) Business Days prior to the Outside Date.
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. “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.
Parent Special Meeting. At the Parent Special Meeting, the stockholders of Parent shall have approved this Agreement and the transactions contemplated hereby, all in accordance with the organizational documents of Parent, the rules and regulations of the U.S. Securities and Exchange Commission, and Delaware law.
Parent Special Meeting. The Proxy Statement/Prospectus will be sent to the Parent’s stockholders as soon as practicable following the date on which the SEC has declared the Form F-4 effective and has confirmed that it has no further comments on the Proxy Statement/Prospectus therein. The Parent Parties shall keep the Company reasonably informed regarding all matters relating to the Parent Party Stockholder Approval Matters, including by promptly furnishing any voting or proxy solicitation reports received by the Parent Parties in respect of all such matters and similar updates regarding any redemptions. The Parent Parties shall include in the Proxy Statement the unanimous recommendation of the board of directors of the Parent that the Parent’s stockholders vote in favor of the adoption of this Agreement and the approval of the Redomestication Merger, the Acquisition Merger and the other Parent Party Stockholder Approval Matters, and shall otherwise take all commercially reasonable and lawful action to solicit and obtain the Parent’s stockholders approval of the Parent Party Stockholder Approval Matters. Neither the boards of director of the Parent nor any committees thereof shall withdraw or modify, or publicly propose or resolve to withdraw or modify, their recommendation that the Parent’s stockholders vote in favor of the Parent Party Stockholder Approval Matters.
Parent Special Meeting. 8 Section 1.65. Parent Stockholder Approval.............................................................9 Section 1.66. Permits.................................................................................9 Section 1.67. Permitted Liens.........................................................................9 Section 1.68. Person..................................................................................9 Section 1.69. PPM.....................................................................................9 Section 1.70. Prime Rate..............................................................................9 Section 1.71. Registrable Security or Securities......................................................9 Section 1.72.
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. (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. 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.