Parent Special Meeting. 5.9(b) Parent Stockholder Approval..........................................4.3(a) Parent Stockholders Agreement .....................................
Parent Special Meeting. (a) Parent shall, as promptly as reasonably practicable, (i) establish the record date, or duly call, give notice of, and 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’s 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.
Parent Special Meeting. Subject to Section 5.04 and Section 5.05, (i) as promptly as practicable following the effectiveness of the Parent Registration Statement by the SEC and after reasonable consultation with the Company, Parent shall establish the record date, and duly call, give notice of, convene and hold the Special Meeting in accordance with Nevada law (and in any event within 10 Business Days after the date of effectiveness of the Parent Registration Statement, unless otherwise required by applicable Laws), (ii) as promptly as practicable after the Parent Registration Statement has been declared effective under the Securities Act, Parent shall cause the Proxy Statement to be disseminated to Parent’s stockholders in compliance with applicable Law and (iii) as promptly as practicable after the mailing of the Proxy Statement, Parent shall solicit proxies from the holders of Parent Common Stock to vote in accordance with the recommendation of the Parent Board with respect to the Parent Stock Issuance, the adjournment of such meeting as permitted by this Section 5.08, and any other proposal or proposals that Parent reasonably deems necessary or desirable to consummate the transactions contemplated by this Agreement (the “Parent Proposals”); provided, however, for the avoidance of doubt, Parent may postpone or adjourn the Special Stockholders Meeting: (i) with the consent of the Company; (ii) for the absence of a quorum; or (iii) to allow reasonable additional time (not to exceed 20 days) for the filing and distribution of any supplemental or amended disclosure with respect to the Transactions, 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 stockholders prior to the Special Stockholders Meeting. Without limiting the generality of the foregoing, Parent’s requirement to call and hold the Special Stockholders Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to Parent of any Takeover Proposal (Parent) or the Parent Board making a Parent Adverse Recommendation Change. Subject to Section 5.05, unless Parent shall have made a Parent Adverse Recommendation Change, the Parent Board shall use its reasonable best efforts to solicit the Requisite Parent Vote at the Special Meeting. Prior to the mailing of the Parent Registration Statement, Parent shall...
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. 5.11(b) Parent Stock Options.............................................. 2.2
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. (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.
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. 1.05(b) Parent Subsidiaries............................. 3.04 64 -58-
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
