Common use of Proxy Statement; Shareholders Meeting Clause in Contracts

Proxy Statement; Shareholders Meeting. (a) Promptly following the Closing, the Company shall take all action necessary to call a meeting of its shareholders (the "Shareholders Meeting") for the purpose of seeking approval of the Company's shareholders for the Reverse Split and the Amendment (the "Proposals"). In connection therewith, the Company will promptly prepare and file proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with applicable Canadian and United States securities laws in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover, at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under applicable Canadian and United States securities laws, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company's Board of Directors after consultation with the Company's outside counsel), the Company's Board of Directors shall recommend to the Company's shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor of the Proposals and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the Proposals. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's shareholders, the Company is required to, and will take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene the Shareholders Meeting as promptly as practicable to consider and vote upon the approval of the Proposals. (c) Subject to applicable law and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the Proposals.

Proxy Statement; Shareholders Meeting. (a) Promptly As soon as commercially reasonable following the ClosingClosing Date, the Company shall take all action necessary to call a meeting of its shareholders (together with any adjournments or postponements thereof, the "Shareholders Meeting") ), with such meeting to occur on or before July 31, 2003, for the purpose of seeking approval of the Company's shareholders (the "Shareholder Approval") for the Reverse Split and the Amendment (the "ProposalsReverse Split Proposal"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator the SEC thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statementsuch proxy materials. The Company will comply with applicable Canadian Section 14(a) of the 1934 Act and United States securities laws the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Shareholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover, at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under applicable Canadian and United States securities laws, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company's Board of Directors after consultation with the Company's outside counsel), the Company's Board of Directors shall recommend to the Company's shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor of the Proposals Reverse Split Proposal and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the ProposalsShareholder Approval. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's shareholders, the Company is required to, and will take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene the Shareholders Meeting as promptly as practicable provided in subsection (a) above to consider and vote upon the approval of the ProposalsReverse Split Proposal. (c) Subject to applicable law and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the Proposals.

Proxy Statement; Shareholders Meeting. (a) Promptly following the Closing, Closing the Company shall take all action necessary to call a meeting of its shareholders (the "Shareholders Meeting") for the purpose of seeking approval of the Company's shareholders for the Reverse Split and the Amendment (the "ProposalsProposal"). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator the SEC thereon, shall promptly file definitive proxy materials with the SEC and Canadian securities authorities and mail such proxy materials to the shareholders of the Company. Each Abiomed and each Investor shall promptly furnish in writing to the Company such information relating to such Investor it and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder and with applicable provisions of Canadian and United States securities laws and the Canada Business Corporations Act in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover, discover at any time prior to the ClosingShareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under applicable Canadian and United States securities lawsthe 1934 Act, the Company will promptly inform Abiomed and the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by Promptly following the Company's Board of Directors after consultation with the Company's outside counsel), the Company's Board of Directors shall recommend to the Company's shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor conclusion of the Proposals and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the Proposals. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's shareholdersShareholders Meeting, the Company is required to, and will take, in accordance with applicable law and its Articles of Incorporation and Bylaws, shall take all action necessary to convene effect the Shareholders Meeting as promptly as practicable to consider Reverse Split and vote upon the approval of the Proposals. (c) Subject to applicable law shall notify Abiomed and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at when the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the ProposalsReverse Split becomes effective.

Proxy Statement; Shareholders Meeting. (a) Promptly following the Closing, execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its shareholders (the "“Shareholders Meeting") ”), which shall occur not later than December 31, 2006 (the “Shareholders Meeting Deadline”), for the purpose of seeking approval of the Company's ’s shareholders for (i) the issuance and sale to the Investors of the Securities and (ii) the Reverse Split and the Amendment (the "“Proposals"”). In connection therewith, the Company will promptly prepare and file mail to its shareholders proxy materials (including a proxy statement (the “Proxy Statement”) and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator thereon, shall promptly mail such proxy materials to the shareholders of the CompanyMeeting. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with applicable Canadian and United States securities laws in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any Any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading. If the Company should discover, discover at any time prior to the ClosingShareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under applicable Canadian and United States securities laws, the Company will promptly inform the Investors thereofthereof and shall promptly amend or supplement the Proxy Statement and deliver such amended Proxy Statement or any supplement thereto to its shareholders. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company's ’s Board of Directors after consultation with the Company's ’s outside counsel), the Company's Board of Directors shall recommend recommend, and shall not alter or withdraw such recommendation, to the Company's shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor of the approval of the Proposals and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the Proposals. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's shareholders, the Company is required to, and will take, in accordance with applicable law and its Articles of Incorporation and Bylaws, all action necessary to convene the Shareholders Meeting as promptly as practicable to consider and vote upon the approval of the Proposals. (c) Subject to applicable law and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the Proposals.

Proxy Statement; Shareholders Meeting. (a) Promptly To the extent not completed prior to the date hereof, promptly following the Closingexecution and delivery of this Agreement, the Company shall take all action necessary to call a meeting of its shareholders (together with any adjournments or postponements thereof, the "Shareholders Meeting") for the purpose of seeking approval of the Company's shareholders (the "Shareholder Approvals") for (i) the issuance and sale to the Investors of the Securities and (ii) the Reverse Split and the Amendment (collectively, the "Proposals"). In connection therewith, to the extent not completed prior to the date hereof, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator the SEC thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statementsuch proxy materials. The Company will comply with applicable Canadian Section 14(a) of the 1934 Act and United States securities laws the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "Proxy Statement") and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement which, at the time and in the light of a the circumstances under which it is made, is false or misleading with respect to any material fact fact, or omit which omits to state any material fact necessary in order to make the statements made therein not false or misleading, misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or a proxy for the Shareholders Meeting or the subject matter thereof which has become false or misleading. If the Company should discover, discover at any time prior to the Closing, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's obligations under applicable Canadian and United States securities lawsthe 1934 Act, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company's Board of Directors after consultation with the Company's outside counsel), the Company's Board of Directors shall recommend to the Company's shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor of the Proposals and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the ProposalsShareholder Approvals. Whether or not the Company's Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's shareholders, the Company is required to, and will take, in accordance with applicable law and its Articles Certificate of Incorporation and Bylaws, all action necessary to convene the Shareholders Meeting as promptly as practicable to consider and vote upon the approval of the Proposals. (c) Subject to applicable law and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the Proposals.

Proxy Statement; Shareholders Meeting. (a) Promptly following the Closing, execution and delivery of this Agreement the Company shall take all action necessary to call a meeting of its shareholders (the "“Shareholders Meeting") ”), which shall be completed not later than December 31, 2006, for the purpose of seeking approval of the Company's ’s shareholders for (i) the Reverse Split issuance and sale to the Amendment Investors of the Remaining Shares (the "Proposals"“Proposal”). In connection therewith, the Company will promptly prepare and file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Shareholders Meeting and, after receiving and promptly responding to any comments of any applicable securities regulator the SEC thereon, shall promptly mail such proxy materials to the shareholders of the Company. Each Investor shall promptly furnish in writing to the Company such information relating to such Investor and its investment in the Company as the Company may reasonably request for inclusion in the Proxy Statement. The Company will comply with applicable Canadian Section 14(a) of the 1934 Act and United States securities laws the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the "“Proxy Statement"”) and any form of proxy to be sent to the shareholders of the Company in connection with the Shareholders Meeting, and the Proxy Statement shall not, on the date of that the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to shareholders or at the time of the Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein not false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies or the Shareholders Meeting which has become false or misleading; provided however, that the Company may rely on all information furnished by an Investor to the Company as true and correct. If the Company should discover, discover at any time prior to the ClosingShareholders Meeting, any event relating to the Company or any of its Subsidiaries or any of their respective affiliates, officers or directors that is required to be set forth in a supplement or amendment to the Proxy Statement, in addition to the Company's ’s obligations under applicable Canadian and United States securities lawsthe 1934 Act, the Company will promptly inform the Investors thereof. (b) Subject to their fiduciary obligations under applicable law (as determined in good faith by the Company's ’s Board of Directors after consultation with the Company's ’s outside counsel), the Company's ’s Board of Directors shall recommend to the Company's ’s shareholders (and and, subject to their fiduciary obligations, not revoke or amend such recommendation) that the shareholders vote in favor of the Proposals Proposal and shall cause the Company to take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit the approval of the shareholders for the ProposalsProposal. Whether or not the Company's ’s Board of Directors determines at any time after the date hereof that, due to its fiduciary duties, it must revoke or amend its recommendation to the Company's ’s shareholders, the Company is shall be required to, and will take, in accordance with applicable law and its Articles Certificate of Incorporation and Bylaws, all action necessary to convene the Shareholders Meeting as promptly as practicable practicable, but no later than the Shareholders Meeting Deadline, to consider and vote upon the approval of the ProposalsProposal. (c) Subject to applicable law and the requirements of the TSX and Nasdaq, each Investor shall vote or cause to be voted at the Special Meeting all shares of Common Stock held by it or as to which it has the right to vote or direct the vote in favor of the Proposals.