Proxy Statement; Shareholder Approval Sample Clauses

Proxy Statement; Shareholder Approval. (a) As promptly as reasonably practicable following the date of this Agreement, the Company will prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 6.9, the Proxy Statement will include the Company Board Recommendation. Parent will cooperate with the Company in the preparation and filing of the Proxy Statement and will furnish all information concerning it that is necessary in connection with the preparation of the Proxy Statement and is reasonably requested by the Company. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing and the Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders, in each case as promptly as reasonably practicable after the Company learns that the Proxy Statement will not be reviewed or that the SEC staff has no further comments thereon. Prior to filing or mailing the Proxy Statement or filing any other required documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company will provide Parent with an opportunity to review and comment on such document or response (including by participating in any discussions or meetings with the SEC) and will give good faith consideration to any comments made by Parent and its counsel. The Company will notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply Parent with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement or the Transactions. (b) If, at any time prior to obtaining the Company Shareholder Approval, any information relating to the Company or Parent, or any of their respective Affiliates, officers or directors, is discovered by the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information will as promptly as practicable notify the other Party and an appropri...

Proxy Statement; Shareholder Approval. (a) In connection with the Shareholders’ Meeting, Seller shall prepare a Proxy Statement and mail such Proxy Statement to Seller’s shareholders, and the Parties shall each cooperate in the preparation of such document and shall furnish all information as may reasonably be requested by Seller in connection with such action. (b) Seller shall duly call, give notice of, convene and hold a Shareholders’ Meeting, to be held as soon as reasonably practicable after the date hereof, on a date reasonably acceptable to Buyer, for the purpose of voting upon approval and adoption of this Agreement, the Merger, and the related transactions (“Seller Shareholder Approval”) and such other related matters as it deems appropriate and shall, subject to the provisions of Section 8.5, through its Board of Directors, recommend to its shareholders the approval and adoption of this Agreement and the Merger and use its reasonable efforts to obtain such Seller Shareholder Approval.

Proxy Statement; Shareholder Approval. (a) As promptly as reasonably practicable following the date hereof, the Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Restated Articles of Incorporation and Bylaws, and in all cases subject to Section 7.1.11(c) above, (i) duly call, give notice of and hold a special meeting of the holders of the Company’s voting equity securities for the purpose of voting to approve the principal terms of the transactions contemplated hereby and adopt and approve this Agreement; (ii) recommend to the shareholders of the Company that they vote in favor of the matters described in the preceding clause (i); (iii) include in the proxy statement with respect to such meeting (the “Proxy Statement”) such recommendation; and (iv) take all reasonable and lawful action to solicit and obtain such vote in favor of the matters described in clause (i) above. The Proxy Statement will comply as to form in all material respects with the applicable provisions of Schedule 14A of the Securities Exchange Act of 1934, as amended. (b) The Company will use its commercially reasonably efforts, and the Buyer and Guarantor will use its commercially reasonable efforts to cooperate with it, to, as promptly as reasonably practicable following the date hereof, cause a preliminary Proxy (c) The Buyer and the Guarantor shall provide to the Company such information for inclusion in the Proxy Statement regarding Buyer’s and Guarantor’s business, financial condition, operations and prospects as the Company and its counsel reasonably determines is required under applicable rules and regulations of the SEC. Any such information shall not contain any untrue statement of a material fact omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading. (d) Buyer shall promptly inform the Company if any of the information supplied by Buyer or Guarantor for inclusion in the Proxy Statement to be mailed to the shareholders of the Company in connection with the special meeting will, on the date the Proxy Statement (or any supplement or amendment thereto) is first mailed to Company shareholders or at the time of the special meeting, contain any untrue statement of a material fact omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances un...

Proxy Statement; Shareholder Approval. (a) Purchaser shall, in accordance with Applicable Law and its Certificate of Incorporation and Bylaws: (i) duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the "MEETING") following the mailing of the Proxy Statement for the purpose of obtaining the Shareholder Approval; provided, however, that Purchaser may adjourn or postpone the Meeting to ensure that any required supplement or amendment to the Proxy Statement (as determined by Purchaser after consultation with outside counsel) is provided to Purchaser's shareholders or, if, as of the time for which the Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Purchaser Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Meeting; (ii) prepare an amendment to the preliminary proxy materials heretofore filed by Purchaser with the SEC in connection with the Meeting (the "PROXY STATEMENT") as soon as practicable after the date hereof (provided that (A) Sellers and their counsel shall be given reasonable opportunity to review and comment on the preliminary Proxy Statement, any amendments thereto prior to filing with the SEC, and (B) Sellers shall have the right to draft and to consent to any descriptions of or references to Sellers, the Company or any of their respective Affiliates, which consent shall not be unreasonably withheld or delayed) and use its reasonable best efforts (x) (1) to respond as promptly as practicable to any comments made by the SEC with respect to the Proxy Statement and (2) to promptly supply Sellers with copies of all correspondence between Purchaser or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement, and (y) to cause the definitive Proxy Statement to be mailed to its shareholders promptly following the clearance of the Proxy Statement by the SEC and, if necessary (as determined by Purchaser after consultation with outside counsel), after the Proxy Statement shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies; (iii) make all other necessary filings with respect to this Agreement and the Ancillary Agreements and the transactions contemplated thereby under the Securities Act, the Exchange Act, the rules and regulations of the AMEX, applicable sta...

Proxy Statement; Shareholder Approval. The Company shall call a Shareholders' Meeting, to be held as soon as reasonably practicable for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) the Company shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) the Board of Directors of the Company shall recommend to its shareholders the approval of this Agreement, and (iv) the Board of Directors and officers of the Company shall use their reasonable efforts to obtain such shareholders' approval.

Proxy Statement; Shareholder Approval. (a) Section 7.1(c) of the Agreement is hereby deleted in its entirety and replaced with the following: “First Bank or Delanco shall adjourn or postpone First Bank’s Shareholders’ Meeting or Delanco’s Shareholders’ Meeting, as the case may be, if, as of the time for which such meeting is originally scheduled there are insufficient shares of First Bank Common Stock or Delanco Common Stock, as the case may be, represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of such meeting. First Bank or Delanco shall also adjourn or postpone First Bank’s Shareholders’ Meeting or Delanco’s Shareholders’ Meeting, as the case may be, if on the date of such meeting First Bank or Delanco, as the case may be, has not recorded proxies representing a sufficient number of shares necessary to obtain the First Bank Shareholder Approval or the Delanco Shareholder Approval; provided, that prior to the adjournment or postponement of First Bank’s Shareholders’ Meeting pursuant to this Section 7.1(c), First Bank may conduct the other business to be conducted at the First Bank’s Shareholders’ Meeting and First Bank shareholders shall be entitled to vote on other business, matters or proposals unrelated to this Agreement to the extent provided by Law and its governing documents. Notwithstanding anything to the contrary herein, each of First Bank’s Shareholders’ Meeting and Delanco’s Shareholders’ Meeting shall be convened and this Agreement shall be submitted to the shareholders of Delanco at Delanco’s Shareholders’ Meeting, for the purpose of voting on the adoption of this Agreement and the other matters contemplated hereby, and the Bank Merger Agreement shall be submitted to the shareholders of First Bank at First Bank’s Shareholders’ Meeting, for the purpose of voting on the adoption of the Bank Merger Agreement and the other matters contemplated thereby, and nothing contained herein shall be deemed to relieve either First Bank or Delanco of such obligation. First Bank, on the one hand, and Delanco, on the other hand, shall only be required to adjourn or postpone First Bank’s Shareholders’ Meeting or Delanco’s Shareholders’ Meeting, as applicable, two times pursuant to the second sentence of this Section 7.1(c).” (b) Section 7.1 of the Agreement is hereby amended by adding the following new Section 7.1(d) following Section 7.1(c) of the Agreement: “First Bank shall duly call, give notice of, establish a record date for, convene and hold a...

Proxy Statement; Shareholder Approval. As soon as reasonably practicable after execution of this Agreement, ECB shall call a Shareholders Meeting, to be held as soon as reasonably practicable, for the purpose of voting upon approval of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) ECB shall prepare a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them that they may reasonably request in connection with such Proxy Statement, (iii) ECB shall allow Civic and BanCorp a reasonable opportunity to review and comment on such Proxy Statement before mailing, (iv) the Board of Directors of ECB shall recommend to its respective shareholders the approval of the matters submitted for approval (subject to the Board of Directors of ECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the making of such recommendation, or the failure to withdraw or modify its recommendation, would constitute a breach of fiduciary duties of the members of such Board of Directors to ECB's shareholders under applicable law), and (v) the Board of Directors and officers of ECB shall use their reasonable efforts to obtain such shareholders' approval (subject to the Board of Directors of ECB, after having consulted with and considered the advice of outside counsel, reasonably determining in good faith that the taking of such actions would constitute a breach of fiduciary duties of the members of such Board of Directors to ECB's shareholders under applicable law). The Parties shall make all necessary filings with respect to the Merger under the Securities Laws.

Proxy Statement; Shareholder Approval. (a) As soon as reasonably practicable after delivery by Icon of the Icon Audited Financial Statements, Acsys shall prepare and file with the SEC a proxy statement ("Proxy Statement") for use at a meeting of the holders of Acsys Common Stock (the "Shareholders' Meeting"), to be held as soon as reasonably practicable after the Proxy Statement is cleared by the SEC, for the purpose of voting upon the issuance of shares of Acsys Common Stock pursuant to the Merger and such other related matters as it deems appropriate. In connection with the preparation of the Proxy Statement, Icon shall deliver the Icon Audited Financial Statements to Acsys as soon as practicable after the date of this Agreement, and in any event not later than April 25, 1998, and Icon and the Shareholders shall furnish to Acsys all other information concerning them that Acsys may reasonably request for inclusion in such Proxy Statement and shall promptly inform Acsys upon discovering, prior to the Shareholders' Meeting, that information relating to any of them contained in the Proxy Statement or in any other communication with respect to the solicitation of any proxy for the Shareholders' Meeting is false or misleading with respect to any material fact, or omits to state any material fact necessary to correct any statement made in the Proxy Statement or in any earlier communication with respect to the solicitation of any proxy for the Shareholders' Meeting. (b) Prior to the Effective Time, Icon shall submit this Agreement to the holders of Icon Class B Common Stock, if any, for their approval in accordance with applicable Law and the provisions of governing instruments.

Proxy Statement; Shareholder Approval. Lamcor shall call a Shareholders' Meeting, to be held as soon as reasonably practicable after execution of this Agreement, for the purpose of voting upon adoption of this Agreement and such other related matters as it deems appropriate. In connection with the Shareholders' Meeting, (i) Lamcor shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its shareholders, (ii) the Parties shall furnish to each other all information concerning them (including information described in Section 6.8) that they may reasonably request in connection with such Proxy Statement, and (iii) the Board of Directors of Lamcor shall recommend to its shareholders the approval of the matters submitted for approval. Buyer and Lamcor shall make all necessary filings with respect to the Merger under the Securities Laws.

Proxy Statement; Shareholder Approval. (a) Seller shall duly call, give notice of, convene and hold a meeting of its shareholders (the “Seller Shareholders’ Meeting”), to be held as soon as reasonably practicable after the date hereof, on a date reasonably acceptable to Buyer, for the purpose of obtaining the approval of this Agreement and the transactions contemplated hereby by at least the majority of the issued and outstanding shares of Seller Common Stock (the “Seller Shareholder Approval”). Seller shall, subject to the provisions of Section 8.4, (i) through Seller’s Board of Directors, recommend to its shareholders the approval and adoption of this Agreement and the Merger (the “Seller Recommendation”), and (ii) use its commercially reasonable efforts to obtain such Seller Shareholder Approval. (b) In connection with the Seller Shareholders’ Meeting, Seller shall prepare a Proxy Statement and mail such Proxy Statement to Seller’s shareholders, and the Parties shall each cooperate in the preparation of such Proxy Statement and Buyer shall furnish all information as may reasonably be requested by Seller in connection with such action.