Proxy Statement; Stockholder Approval Sample Clauses

Proxy Statement; Stockholder Approval. (a) The Company shall prepare and file with the SEC, subject to the prior review of Parent, as promptly as reasonably practicable after the date hereof, a preliminary Proxy Statement (the “Preliminary Proxy Statement”) relating to the Merger as required by the Exchange Act. The Company shall obtain and furnish the information required to be included in the Preliminary Proxy Statement, shall provide Parent with, and consult with Parent regarding, any comments that may be received from the SEC or its staff with respect thereto, shall, subject to the prior review of Parent, respond as promptly as reasonably practicable to any such comments made by the SEC or its staff with respect to the Preliminary Proxy Statement, shall cause the Proxy Statement to be mailed to the Company’s stockholders as soon as reasonably practicable after the resolution of any such comments and shall use its reasonable best efforts (subject to the right to make a Recommendation Change in accordance with Section 5.02) to obtain the necessary approval of the Merger by its stockholders. If, at any time prior to the Special Meeting, any information relating to the Company, Parent, Merger Sub, any of their respective Affiliates, this Agreement or the transactions contemplated hereby (including the Merger), should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement shall 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 party that discovers such information shall promptly notify the other party, and an appropriate amendment or supplement describing such information shall be prepared by the Company and subject to review and approval by Parent (which approval shall not be unreasonably withheld) filed with the SEC, and to the extent required by applicable Law, disseminated to the stockholders of the Company. Except as Section 5.02 expressly permits, the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the stockholders adopt the agreement of merger (as such term is used in Section 251 of the Corporation Law) set forth in this Agreement. Parent shall, upon request, furnish to the Company all information concerning itself, its Subsidiaries, directors, officers and ...

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: (i) as soon as practicable following the purchase of Shares by the Purchaser pursuant to the Amended Offer, Company will prepare and file with the SEC a Proxy Statement (the "Proxy Statement") with respect to a special meeting of shareholders of Company (the "Special Meeting") (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) for the purpose of voting to approve and adopt this Agreement (or, in the event that the Parent Companies shall have the right to vote a sufficient number of Shares such that the Parent Companies may approve and adopt this Agreement, an Information Statement with respect to the Special Meeting (the "Information Statement")) and shall use its reasonable efforts to obtain such stockholder approval; and (ii) promptly and duly call, give notice of, convene and hold the Special Meeting (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent) as soon as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, (except to the extent approval of shareholders of Company is not required to be obtained pursuant to the GCL or may be obtained by written consent); and (iii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement or Information Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement or Information Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement or Information Statement to be mailed to its stockholders. (i) Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time and (ii) the Parent Companies shall vote or cause to be voted in favor of the approval and adoption of this Agreement all Shares owned by them or as to which they hold proxies at such time. The Proxy Statement or Information Statement, at the date thereof and, if applicable, at the date of such meeting, will not include an untrue statement of a material fact or omit to state a material fac...

Proxy Statement; Stockholder Approval. (a) As promptly as reasonably practicable and in any event not later than the twenty days following the date hereof, CIMA shall prepare and file with the SEC the proxy materials relating to the CIMA Meeting (such proxy statement, and any amendments or supplements thereto, the "Proxy Statement"). Cephalon agrees to cooperate, and to cause its Subsidiaries to cooperate, with CIMA, its counsel and its accountants, in the preparation of the Proxy Statement. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder. CIMA shall use reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after the date hereof. CIMA shall, as promptly as practicable after receipt thereof, provide Cephalon copies of any written comments and advise the Cephalon of any oral comments with respect to the Proxy Statement received from the SEC. CIMA shall provide Cephalon with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement prior to filing such with the SEC, and will promptly provide Cephalon with a copy of all such filings made with the SEC. CIMA shall mail the Proxy Statement to its stockholders as soon as reasonably practicable after the Proxy Statement shall have been cleared by the SEC; provided, however, that CIMA shall consult and cooperate with Cephalon in determining the appropriate time for mailing the Proxy Statement in light of the date set for the CIMA Meeting. Each of Cephalon and MergerCo shall furnish all information concerning it and the holders of its capital stock as CIMA may reasonably request in connection with such actions and the preparation of the Proxy Statement. (b) CIMA will advise Cephalon, promptly after it receives notice thereof, of the time when the Proxy Statement has been cleared or any request by the SEC for amendment or supplement of the Proxy Statement. (c) Cephalon, CIMA and MergerCo each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it for inclusion or incorporation by reference in the Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockhol...

Proxy Statement; Stockholder Approval. (a) As soon as practicable after the date of this Agreement, the Company and Parent shall cooperate in preparing and cause to be filed with the SEC a proxy statement relating to the Parent Stockholder Meeting and the transactions contemplated hereby (the “Proxy Statement”). The Proxy Statement shall include the recommendation of the Board of Directors of Parent in favor of approval of the issuance of shares of Parent Common Stock pursuant to the terms of this Agreement for purposes of the rules of the NASDAQ (the “Parent Stock Issuance”). As promptly as practicable after the execution of this Agreement, Parent shall prepare and file any other filings required under the Exchange Act, the Securities Act or any other Laws relating to the transactions contemplated hereby (collectively, the “Other Filings”). The Company shall provide Parent, as promptly as reasonably practicable, with such information concerning the Company reasonably requested by Parent that is necessary for the information concerning the Company in the Proxy Statement and the Other Filings to comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of Delaware Law in the preparation, and mailing of the Proxy Statement. (b) Parent shall notify the Company promptly upon the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff or any other Governmental Authority for amendments or supplements to the Proxy Statement or any Other Filing or for additional information. As promptly as practicable after receipt thereof, Parent shall provide the Company and its counsel with copies of all written correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or other government officials, on the other hand, with respect to the Proxy Statement or any Other Filing. Parent shall permit the Company and its counsel to review the Proxy Statement and any exhibits, amendment or supplement thereto and shall reasonably consult with the Company and its advisors concerning any comments from the SEC with respect thereto and shall not file the Proxy Statement or any exhibits, amendment or supplement thereto or any response letters to any comments from the SEC without the prior written consent of the Company, such consent not to be unreasonably withheld or delayed; provided, however, that Parent shall be permitted to make such filing or response in the absence of such consent if the basis of t...

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 possible, but in any event within three Business Days after the date hereof, the Company shall prepare a proxy statement (the “Proxy Statement”) for use in connection with the notice of a meeting of the Company Stockholders to be held for the purposes of voting on the Transactions. The Proxy Statement shall include a statement to the effect that the board of directors of the Company unanimously recommends that the Company Stockholders vote to adopt this Agreement and the Merger. Purchaser shall have the right to review and comment on the Proxy Statement (including amendments and supplements) prior to dissemination, and the Company shall not unreasonably refuse to incorporate Purchaser’s comments thereto. (b) As soon as reasonably practicable after the date hereof and after the completion of the Proxy Statement, the Company shall (i) deliver such Proxy Statement, together with a copy of this Agreement and a Notice of Appraisal Rights pursuant to the Minnesota Act and a Notice of Special Meeting, to each Company Stockholder and use commercially reasonable efforts to cause each Company Stockholder to execute and deliver a Letter of Transmittal; and (ii) take all reasonable action necessary to convene a meeting of the Company Stockholders and obtain the requisite vote of the Company Stockholders holding at least a majority of the voting power in favor of this Agreement and the Merger (the “Stockholder Approval”), in each case in accordance with the Minnesota Act. The Company will, through the board of directors of the Company, recommend to the Company Stockholders the approval and adoption of this Agreement, the Merger and the transactions contemplated by the Transaction Documents and use its commercially reasonable efforts to solicit and obtain the Stockholder Approval. The Company will not take any action to delay or postpone the solicitation of the Stockholder Approval without the prior written consent of Purchaser. The Company will comply with all requirements of the Minnesota Act and other applicable Laws in connection with the solicitation of the Stockholder Approval, including all notice and disclosure requirements with respect to the Company Stockholders. (c) The Company shall give Purchaser prompt notice, if at any time prior to the Closing Date the Company shall obtain knowledge of any facts that make it necessary to amend or supplement the Proxy Statement in order to make the statements contained therein not misleading when read in it...

Proxy Statement; Stockholder Approval. Falcon will duly call and will hold a special meeting of its stockholders as soon as practicable for the purpose of approving the Merger and will comply fully with the provisions of the Delaware Corporation Law, the 1933 Act and the 1934 Act, and the Certificate of Incorporation and By-laws of Falcon relating to the calling and holding of a special meeting of stockholders for such purpose. Unless the Board of Directors of Falcon have received the written opinion of Xxxxxxx, Xxxxxx & Xxxxxxxx or other independent counsel reasonably acceptable to First Maryland ("Falcon Counsel") to the effect that making such a recommendation would cause the Board of Directors to violate its fiduciary duty under Delaware Corporation Law, then the Board of Directors of Falcon will recommend to stockholders of Falcon that they vote in favor of and approve the Merger. Falcon will, with the cooperation and assistance of First Maryland, prepare the Proxy Statement to be used in connection with such meeting, and Falcon covenants and agrees that it will not include information in the Proxy Statement or otherwise use proxy material in connection with such meeting to which First Maryland reasonably objects. Falcon covenants that none of the information supplied by Falcon, and First Maryland covenants that none of the information supplied by

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: (i) promptly and duly call, give notice of, convene and hold as soon as practicable following the date upon which the Proxy Statement is cleared for mailing by the SEC, a meeting of its stockholders for the purpose of voting to approve and adopt this Agreement and shall use its reasonable efforts to obtain such stockholder approval; and (ii) recommend approval and adoption of this Agreement by the stockholders of Company and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approval. (b) Company, as promptly as practicable following the date upon which the Proxy Statement is cleared for mailing by the SEC, shall cause the definitive Proxy Statement to be mailed to its stockholders. At the stockholders' meeting, Company shall vote or cause to be voted in favor of approval and adoption of this Agreement all Shares as to which it holds proxies at such time. (c) Company's obligations under this Section 7.3 shall at all times remain subject to its fiduciary duties imposed under applicable law, in the event that, if required by such fiduciary duties as advised by counsel, the Board of Directors of Company shall have withdrawn or modified its recommendation that stockholders approve and adopt this Agreement.

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. 17 Section 3.4. Approvals, Etc......................................17 Section 3.5. Exclusivity.........................................17 Section 3.6. Publicity...........................................17 Section 3.7. Modification of Other Agreements....................17 Section 3.8. Exchange Listing....................................18 Section 3.9. Investigation and Confidentiality...................18 Section 3.10. State Takeover Laws; Charter Provisions.............18 Section 3.11. Use of Proceeds.....................................19 Section 3.12. Marketing Agreement.................................19 Section 3.13.