Parent Stockholders’ Meeting. (a) Promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock for the purpose of seeking approval of (i) the issuance of Parent Common Stock or other securities of Parent that represent (or are convertible into) more than twenty percent (20%) of the shares of Parent Common Stock outstanding immediately prior to the Merger to the holders of Company Capital Stock, Company Options and Company Warrants in connection with the Contemplated Transactions and the change of control of Parent resulting from the Contemplated Transactions, in each case pursuant to the Nasdaq rules; (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to Parent’s stockholders for a non-binding, advisory vote to approve certain compensation that may become payable to Parent’s named executive officers in connection with the completion of the Merger, if applicable; and (iii) any other proposals the Parties deem necessary or desirable to consummate the Contemplated Transactions (the matters contemplated by this Section 5.3(a)(i) are collectively referred to as the “Parent Stockholder Matters,” and the matters contemplated by this Section 5.3(a)(ii) and (iii) are collectively referred to herein as, the “Other Parent Stockholder Matters,” and such meeting, the “Parent Stockholders’ Meeting”).
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Bell Robert G.), Agreement and Plan of Merger and Reorganization (Tanimoto Sarina), Agreement and Plan of Merger and Reorganization (Silverback Therapeutics, Inc.)
Parent Stockholders’ Meeting. (a) Promptly as reasonably practicable after the resolution of Form S-4 Registration Statement has been declared effective by the SEC staff comments and under the filing of the Definitive Proxy StatementSecurities Act, Parent shall (i) take all reasonable action necessary under applicable Law Legal Requirements to call, give notice of and and, within 60 calendar days after the date the S-4 Registration Statement is declared effective by the SEC, hold a meeting of the holders of Parent Common Stock for the purpose of seeking approval of (iA) the issuance of Parent Common Stock or other securities of Parent that represent (or are convertible into) more than twenty percent (20%) of the shares of Parent Common Stock outstanding immediately prior to the Merger Company Members pursuant to the holders terms of Company Capital Stockthis Agreement, Company Options and Company Warrants in connection with the Contemplated Transactions and (B) the change of control of Parent resulting from the Contemplated TransactionsMerger, in each case pursuant to the extent necessary, (C) the amendment of Parent’s certificate of incorporation to effect the Nasdaq rules; Reverse Split, (iiD) if requested by Company prior to the filing with the SEC of the Proxy Statement / Prospectus / Information Statement, the amendment of Parent’s certificate of incorporation to increase the authorized shares of Parent Common Stock, (E) the amendment of Parent’s certificate of incorporation to effect the name change of Parent, (F) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to Parent’s stockholders the Parent Stockholders for a non-binding, advisory vote to approve certain compensation that may become payable to Parent’s named executive executed officers in connection with the completion of the Merger, if applicable; and (iii) any other proposals the Parties deem necessary or desirable to consummate the Contemplated Transactions applicable (the matters contemplated by this Section 5.3(a)(ithe foregoing clauses (A) are collectively referred to as – (F), collectively, the “Parent Stockholder Matters,” and the matters contemplated by this Section 5.3(a)(ii”) and (iiiii) are collectively referred mail to herein asthe Parent Stockholders as of the record date established for stockholders’ meeting of Parent, the “Other Parent Stockholder Matters,” and Proxy Statement / Prospectus / Information Statement (such meeting, the “Parent Stockholders’ Meeting”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Flex Pharma, Inc.), Agreement and Plan of Merger
Parent Stockholders’ Meeting. (a) Promptly as reasonably practicable after the resolution of SEC staff comments and the filing of the Definitive Proxy Statement, Parent shall take all action necessary under applicable Law to call, give notice of and hold a meeting of the holders of Parent Common Stock for the purpose of seeking approval of (i) the amendment of Parent’s certificate of incorporation to effect the Nasdaq Reverse Split; (ii) the issuance of Parent Common Stock or other securities of Parent that represent (or are convertible into) more than twenty percent (20%) of the shares of Parent Common Stock outstanding immediately prior to the Merger to the holders of Company Capital Stock, Company Options and Company Warrants in connection with the Contemplated Transactions and the change of control of Parent resulting from the Contemplated Transactions, in each case pursuant to the Nasdaq rules; rules (the matters contemplated by clause (i) and (ii) in accordance with of this Section 14A of 5.3(a), the Exchange Act and “Required Parent Stockholder Matters”); (iii) the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to Parent’s stockholders for a non-binding, advisory vote to approve certain compensation that may become payable to Parent’s named executive officers in connection with the completion of the Merger, if applicable; Equity Plan Proposals and (iiiiv) any other proposals the Parties deem necessary or desirable to consummate the Contemplated Transactions (the matters contemplated by this Section 5.3(a)(i), Section 5.3(a)(ii), Section 5.3(a)(iii) and Section 5.3(a)(iv) are collectively referred to as the “Parent Stockholder Matters,” and the matters contemplated by this Section 5.3(a)(ii) and (iii) are collectively referred to herein as, the “Other Parent Stockholder Matters,” and such meeting, the “Parent Stockholders’ Meeting”).
Appears in 2 contracts
Samples: Support Agreement (CalciMedica, Inc. /DE/), Agreement and Plan of Merger and Reorganization (Graybug Vision, Inc.)