Proxy Matters. Each Stockholder Party represents and warrants to ------------- Parent that any proxies heretofore given in respect of its shares of Common Stock are not irrevocable, and that any such proxies are hereby revoked.
Proxy Matters. STANDSTILL -------------------------
Proxy Matters. (i) The Sub-Adviser, or its designee, shall review all Fund proxy solicitation materials provided to it by the Funds’ custodian and shall be responsible for voting in its discretion proxies for the securities held by the Funds in accordance with the Sub-Adviser’s proxy voting policies and procedures, without consultation with the Adviser or the Funds. The Adviser shall instruct the Funds’ custodian and other appropriate parties providing services to the Funds to promptly forward all proxy solicitation materials for the Funds to the Sub-Adviser, including any misdirected proxy solicitation materials. The Sub-Advisor is not responsible for completing and filing Form N-PX on behalf of the Funds
(ii) The Sub-Adviser shall provide to the Adviser a copy of Sub-Adviser’s written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable, upon request by the Adviser. The Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Funds. The records, and their retention period, shall conform to the applicable SEC regulations
(iii) The Sub-Adviser shall provide records of all proxy votes cast for the Funds to the Adviser within five business days of the Adviser’s reasonable written request
(iv) The Sub-Adviser may designate a third party, such as ISS, to review and vote proxy solicitation materials on behalf of each Fund and may adopt the proxy voting policies of such third party as its proxy voting policy.
(a) The Sub-Adviser shall review all notices forwarded to it by the Funds’ custodian, including, but not limited to, corporate action notices, and shall provide and respond to all corresponding requests for information in relation to the securities held in the Funds. The Adviser shall instruct the custodian and other appropriate parties providing services to the Funds to promptly forward misdirected corporate action notices to the Sub-Adviser.
(b) The Sub-Adviser shall promptly notify the Adviser of any financial condition that the Sub-Adviser believes is likely to materially impair the Sub-Adviser’s ability to fulfill its commitment under this Agreement and any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Funds.
(c) The Sub-Adviser shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any...
Proxy Matters. 35 ARTICLE IX TERMINATION...............................................................35 9.1 Termination.........................................................35
Proxy Matters. Notwithstanding anything herein to the contrary, but subject to the provisions of Section 9.1 of this Agreement, if the Registration Statement (as defined in the November Convertible Note Agreement) has not been declared effective by the Commission on or prior to May 15, 2004, subject to approval by the Board of Directors, the Company will promptly take all such actions as may be necessary to withdraw the Registration Statement, and the Company shall continue to have an obligation under Section 8.4 of this Agreement to seek Stockholder Approval. If the Company withdraws the Registration Statement pursuant to this Section 8.7 and receives Stockholder Approval, the Company may, subject to approval by the Board of Directors, file a subsequent registration statement with the Commission and provide the Company's shareholders the opportunity to participate in a subsequent rights offering.
Proxy Matters. Each Seller acknowledges and agrees that it ------------- understands that, in connection with the transactions contemplated by a separate agreement, and specifically the pending transaction (the "Calgene Transaction") with Calgene, Inc. ("Calgene") an Affiliate of Buyer will be preparing and filing with the Securities and Exchange Commission (the "SEC") a registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") and that Calgene will be preparing and filing with the SEC a proxy statement (the "Proxy Statement") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with Calgene's solicitation of approval of the Calgene Transaction by its stockholders. Each Seller further acknowledges and agrees that it understands that the Registration Statement and the Proxy Statement will contain information regarding the assets, liabilities, business and condition, financial and otherwise, of the Seller and the Business. The Seller hereby agrees, at Buyer's expense (except that preparation of the 1995 Financial Statements and information and documentation relating to compliance with HSR shall be at Seller's expense) to cooperate in all reasonable respects with Calgene, Buyer and Buyer's Affiliates in their preparation of the information concerning Seller and the Business for inclusion in the Registration Statement and Proxy Statement and to use reasonable best efforts to furnish, or cause to be furnished, such information concerning the Seller and the Business as Calgene, Buyer and Buyer's Affiliates may reasonably request in connection with their preparation and filing of the Registration Statement and the Proxy Statement. Buyer shall furnish to Seller a copy of the form of the Registration Statement and the Proxy Statement (and any amendment or supplement of either thereof) proposed to be filed with the SEC and provide Seller reasonable opportunity to review same reasonably in advance of any filing thereof with the SEC and shall be reasonably responsive to any comments or suggestions made by Seller regarding the information contained therein concerning the Seller and the Business and shall furnish Seller with a copy of the Registration Statement and the Proxy Statement (and any amendment or supplement of either thereof) as such is filed with the SEC.
Proxy Matters. (a) The Company, as lead shareholder of the Shareholder Group, agrees to cause the Shareholder Group to include the Executive in the proposed director slate with respect to the Proxy Solicitation, along with Jamex X. Xxxx xxx Jamex X. XxXxxxxxxx (xxe designees of the Shareholder Group). These three individuals will serve as a nominating committee (the "Nominating Committee"), which will select the remaining nominees from a list of candidates developed by the Nominating Committee. Each nominee must be approved by all members of the Nominating Committee. Upon the failure of the Nominating Committee to reach unanimous agreement on the director slate, either the Executive or the Company may declare this Agreement terminated, and all parties shall have no further obligations or liability under this Agreement (except with respect to Section 10 below).
(b) The Company shall indemnify the Consultant and the Executive from any liability, damage, expenses, or loss incurred by the Consultant and the Executive (to the extent such indemnification is not duplicative) resulting or arising from the Proxy Solicitation, other than a liability, damage, expenses, or loss resulting or arising from information provided by the Consultant or the Executive for inclusion in the Proxy Solicitation or related proxy statement. The Consultant and the Executive shall indemnify the Company from any liability, damage, expenses or loss incurred by the Company resulting or arising from the Proxy Solicitation to the extent that such
Proxy Matters. Notwithstanding anything herein to the contrary, but subject to the provisions of Section 9.1 of this Agreement, if the Registration Statement has not been declared effective by the Commission on or prior to May 15, 2004, the Company will promptly take all such actions as may be necessary to withdraw the Registration Statement, and the Company shall continue to have an obligation under Section 8.4 of this Agreement to seek Stockholder Approval. If the Company withdraws the Registration Statement pursuant to this Section 8.8 and receives Stockholder Approval, the Company may, subject to approval by the Board of Directors, file a subsequent registration statement with the Commission and provide the Company’s shareholders the opportunity to participate in a subsequent rights offering.”
(f) In the first sentence of Section 9.1 of the November 2003 Note Exchange Agreement, the words “April 30” shall be deleted and replaced with the words “August 15”.
1.2 Amendments to Schedules to the November 2003 Note Exchange Agreement. Schedule 8.5 of the November 2003 Note Exchange Agreement is hereby deleted and amended and restated to read in its entirety in the form set forth as Annex 1 attached hereto.
Proxy Matters. Notwithstanding anything herein to the contrary, but subject to the provisions of Section 9.1 of this Agreement, if the Registration Statement (as defined in the Convertible Note Agreement) has not been declared effective by the Commission on or prior to May 15, 2004, subject to approval by the Board of Directors, the Company will promptly take all such actions as may be necessary to withdraw the Registration Statement, and the Company shall continue to have an obligation under Section 8.4 of this Agreement to seek Stockholder Approval. If the Company withdraws the Registration Statement pursuant to this Section 8.7 and receives Stockholder Approval, the Company may, subject to approval by the Board of Directors, file a subsequent registration statement with the Commission and provide the Company’s shareholders the opportunity to participate in a subsequent rights offering.”
(g) In the first sentence of Section 9.1 of the January 2004 Note Purchase Agreement, the words “April 30” shall be deleted and replaced with the words “August 15”.
1.2 Amendments to Schedules to the January 2004 Note Purchase Agreement. Schedule 8.5 of the January 2004 Note Purchase Agreement is hereby deleted and amended and restated to read in its entirety in the form set forth as Annex 1 attached hereto.
Proxy Matters. BF has complied with the proxy requirements of Regulations 14A and 14C promulgated under the 1934 Act in connection with this Agreement, including the obtaining of consents to the Merger by the shareholders of BF and the sending of any applicable notices to the shareholders of BF.
