Proxy Statement; Stockholder Approval. The Company shall prepare and file, as promptly as practicable (but in no event later than 15 calendar days after the date hereof) with the SEC a preliminary proxy statement in connection with a meeting of the Company’s stockholders to obtain the Stockholder Approval, and shall use its reasonable best efforts to have such proxy statement (the “Proxy Statement”) receive clearance from the SEC as promptly as practicable after filing. The Company shall use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after (and no later than three Business Days after) clearance thereof. The Company shall notify the Investors promptly of the receipt of any comments from the SEC or its staff with respect to the Proxy Statement 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 the Investors with copies of all correspondence between the Company 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. If at any time prior to the Stockholders’ Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, the Company shall as promptly as practicable prepare and mail to its stockholders such an amendment or supplement. The Company shall consult with the Investors prior to filing and mailing the Proxy Statement, or any amendment or supplement thereto, and provide the Investors with a reasonable opportunity to comment thereon. Subject to Section 3.3, the Board Recommendation shall be included in the Proxy Statement. The Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders as promptly as reasonably practicable after the Proxy Statement has received clearance by the SEC, but in no event later than 60 calendar days after such clearance, to vote on a...
Proxy Statement; Stockholder Approval. (a) Company, acting through its Board of Directors, shall, in accordance with applicable law and its Articles of Incorporation and by-laws:
Proxy Statement; Stockholder Approval. (a) The Company ------------------------------------- shall, as promptly as practicable following the date of this Agreement, prepare and file with the Commission, and will use its best efforts to have cleared by the Commission and thereafter shall mail to its stockholders as promptly as practicable a proxy statement and a form of proxy in connection with, among other things, the vote of the Company's stockholders to approve the issuance and sale of Common Stock contemplated by this Agreement. The proxy statement, and any amendments thereof or supplements thereto, will not, at the time of the mailing of the proxy statement or any amendments thereof or supplements thereto and at the time of the Stockholders Meeting (as hereinafter defined), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by the Company with respect to information supplied in writing by the Purchaser specifically for inclusion in the proxy statement. The proxy statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder.
Proxy Statement; Stockholder Approval. (i) Within three business days following the execution of this Agreement, the Company shall prepare and file with the SEC preliminary proxy materials with respect to a special meeting of the stockholders of the Company (the “Stockholder Meeting”), which the Company shall use its reasonable best efforts to hold and shall hold by no later than August 5, 2005 (such date, which shall be August 19, 2005 in the event that the proxy statement relating to such meeting is reviewed by the SEC, the “Stockholder Meeting Deadline”), for the purpose of approving proposals (the “Transaction Proposals”) providing for, among other things (A) the full authorization, approval and adoption for all purposes in accordance with all applicable law of the Certificate and the Series AA Preferred, and (B) the Company’s issuance of all of the Securities as described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Stockholder Approval”). The Company shall use its best efforts to prepare and file with the SEC a definitive proxy statement, substantially in the form that has been previously reviewed and reasonably approved by Dolphin and Xxxxxx Xxxxxxx & Xxxx LLP, as promptly as practicable after the date hereof, but in no event later than seven days after the date hereof, reflecting the terms and conditions of this Agreement. The proxy (or information statement, if applicable) materials shall not contain any information concerning any Buyer without Dolphin’s consent, which may be granted in its sole discretion. The proxy (or information statement, if applicable) materials at the time they are filed with the SEC shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Proxy Statement; Stockholder Approval. The Company shall call a special meeting of its stockholders (the "Stockholders' Meeting"), to be held as soon as reasonably practicable after the date of this Agreement, for the purpose of voting upon approval of the sale of Shares pursuant to this Agreement, the issuance of shares of Company Common Stock pursuant to the Merger Agreement, the Charter Amendment (as defined in the Merger Agreement) and such other related matters as it deems appropriate. In connection with the Stockholders' Meeting, (i) the Company shall prepare and file with the SEC a Proxy Statement and mail such Proxy Statement to its stockholders, (ii) the Board of Directors of the Company shall recommend to its stockholders the approval of the sale of Shares pursuant to this Agreement and (subject to the terms of the Merger Agreement) the issuance of shares of Common Stock pursuant to the Merger Agreement and the Charter Amendment and (iii) the Board of Directors and officers of the Company shall use their reasonable efforts to obtain such stockholders' approval (subject to the terms of the Merger Agreement).
Proxy Statement; Stockholder Approval. (a) As soon as practicable following the date of this Agreement, and in no event later than one (1) Business Day after the No-Shop Start Date, the Company shall file with the SEC a preliminary Proxy Statement. Parent shall use its reasonable best efforts to cooperate with the Company in the preparation of the Proxy Statement, and shall use its reasonable best efforts to promptly furnish all information concerning Parent and Merger Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. Parent shall cause the information supplied or to be supplied by or on behalf of Parent and Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement not to contain, on the date of the mailing to the Company’s stockholders and at the time of the Company Meeting, any untrue statement of a material fact or omit to state any material fact required to be stated or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will prepare the Proxy Statement such that it will not, on the date of filing with the SEC, at the time the Proxy Statement is mailed and at the time of the Company Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company will cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and other Applicable Law.
Proxy Statement; Stockholder Approval. (a) The Company, acting through its Board of Directors, shall, subject to and in accordance with applicable law and its Certificate of Incorporation, as amended, and its By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Registration Statement becomes effective a meeting of the holders of Company Common Stock for the purpose of voting to approve and adopt this Agreement and the transactions contemplated hereby, and, (i) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law, and subject to the second proviso of Section 6.2(a), recommend approval and adoption of this Agreement and the transactions contemplated hereby, by the stockholders of the Company and include in the Proxy Statement such recommendation and (ii) except as the Board of Directors of the Company determines, in good faith and as advised by outside counsel, would be inconsistent with the fiduciary duties of the Board of Directors of the Company under applicable law and subject to the second proviso of Section 6.2(a), take all reasonable action to solicit and obtain such approval; provided, however that neither the Company's Board of Directors nor any committee thereof may either (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Holdings, the approval or recommendation of the Merger or this Agreement, or (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Transaction (other than the Merger), in the case of clauses (i) and (ii) next above until the sixth business day following Holdings' receipt of written notice advising Holdings that the Company's Board of Directors has received a Superior Proposal, specifying the material terms and conditions thereof and identifying the person making such Superior Proposal.
Proxy Statement; Stockholder Approval. Valley shall call a Stockholders' Meeting within 30 days of its receipt of written notice of American Home's filing of its amended H-(e)1 application with the OTS and shall hold the Stockholders' Meeting within 60 days of receipt of such notice, for the purpose of voting upon approval of this Agreement, the Plan of Merger and such other related matters as it deems appropriate. In connection with the Stockholders' Meeting, (i) Valley shall mail the Proxy Statement to its stockholders, (ii) each Party shall furnish to the other all information concerning them that such other Party may reasonably request in connection with such Proxy Statement, (iii) Valley shall cause the Fairness Opinion to be confirmed as of a date immediately preceding the date of the Proxy Statement; (iv) the Board of Directors of Valley shall recommend to its stockholders the approval of the matters submitted for approval, and (v) the Board of Directors of Valley shall use its reasonable efforts to obtain such stockholders' approval, provided that Valley may withdraw, modify, or change in an adverse manner to American Home its recommendations if the Board of Directors of Valley, after having consulted with and based upon the advice of outside counsel, determines in good faith that the failure to so withdraw, modify, or change its recommendation could reasonably constitute a breach of the fiduciary duties of Valley's Board of Directors under applicable Law. In addition, nothing in this Section 8.1 or elsewhere in this Agreement shall prohibit accurate disclosure by Valley of information that is required to be disclosed in the Proxy Statement or otherwise required to be publicly disclosed by applicable Law.
Proxy Statement; Stockholder Approval. (a) Buyer, acting through its Board of Directors, shall, subject to and in accordance with applicable Law, its Certificate of Incorporation and its By-Laws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date the Proxy Statement has been cleared by the SEC, a meeting of the holders of Buyer Common Stock for the purpose of voting to approve the issuance of the Shares pursuant to this Agreement and the rules of the New York Stock Exchange (the "Buyer Stockholder Meeting"), and recommend to the stockholders of Buyer the issuance of the Shares and include in the Proxy Statement such recommendation.
Proxy Statement; Stockholder Approval. (a) As soon as reasonably practicable after the execution of this Agreement, the Company shall prepare and file the Proxy Statement with the SEC, shall use its reasonable efforts to cause the Proxy Statement to be cleared by the SEC and thereafter mail the Proxy Statement and all other proxy materials required in connection with such meeting to its stockholders as soon as practicable; provided that the Proxy Statement shall in no event be filed later than the twentieth (20th) calendar day following the date hereof. The Company shall give Parent and its counsel the opportunity to review and comment on the Proxy Statement prior to its being filed with the SEC and shall give Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and all comments from the SEC and responses thereto prior to their being filed with the SEC. In connection with the Proxy Statement, Parent shall furnish and shall cause its Subsidiaries and Affiliates to furnish to the Company all information concerning it and them that the Company may reasonably request in connection with the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement shall be made by the Company or Parent without the prior consent of the other Party, such consent not to be unreasonably withheld. Parent and the Company shall timely and properly make all necessary filings with respect to the Merger under the Securities Laws, including filings required under SEC Rule 14a-12.
