Proxy Statement; Stockholder Approval Sample Clauses
The "Proxy Statement; Stockholder Approval" clause outlines the requirement for a company to prepare and distribute a proxy statement to its shareholders and to obtain their approval for certain significant corporate actions, such as mergers or acquisitions. In practice, this means the company must provide shareholders with detailed information about the proposed transaction and solicit their votes, typically at a special or annual meeting. This clause ensures that shareholders are fully informed and have a formal opportunity to approve or reject major decisions, thereby promoting transparency and protecting shareholder interests in corporate governance.
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) 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) 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.
(b) The Company shall, as promptly as practicable (or at such other time as may be mutually agreed by the Company and Holdings), cause the definitive Proxy Statement/Prospectus to be mailed to the stockholders of the Company and Holdings.
Proxy Statement; Stockholder Approval. (a) As soon as practicable following the date of this Agreement, and in any event within fifteen (15) Business Days after the date hereof, the Company shall file with the SEC a preliminary Proxy Statement. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and furnish all information concerning Parent and Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. The Company will respond promptly to any comments from the SEC or the staff of the SEC on the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to its stockholders as promptly as practicable (and in event within five (5) Business Days after the resolution of any comments from the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”)). No filing of, or amendment or supplement to, or response to staff comments on, the Proxy Statement will be made by the Company, without providing Parent and its counsel a reasonable opportunity to review and comment thereon and giving due consideration to such comments. If at any time prior to the Company Meeting (or any adjournment or postponement thereof) any information relating to the Company or Parent, or any of their respective affiliates, directors or officers, is discovered by the Company or Parent which is required to be set forth in an amendment or supplement to the Proxy Statement, so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and the Company shall promptly file an appropriate amendment or supplement describing such information with the SEC and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of the Company. The Company shall notify Parent promptly of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect 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) The Seller shall, as promptly as reasonably 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 reasonably practicable a proxy statement (the "Proxy Statement") and a form of proxy in connection with, among other things, the vote of the Company's stockholders to approve the
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.
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 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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. The proxy statement (the “Proxy Statement”) prepared, or to be prepared by the Company in accordance with Section 6.4, either in connection with obtaining the Company Requisite Vote (the “Stockholder Approval”) or otherwise in connection with the transactions contemplated hereby comply, will, at the date the Proxy Statement is first mailed to the Company Stockholders or filed with the SEC in connection with this Agreement and at the time of the Company Stockholders’ 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 the light of the circumstances under which they are made, not misleading; provided, however, that the Company makes no representation with respect to information supplied by or on behalf of Parent to the Company or any of its representatives specifically for inclusion in the Proxy Statement.
Proxy Statement; Stockholder Approval. (a) Delta shall prepare as promptly as practicable after the date of this Agreement the Proxy Statement in preliminary form and will provide ALPA and the Delta MEC the reasonable opportunity to review and comment on such Proxy Statement in preliminary form and to have their comments on any descriptions of any of them or of the Pilot Equity Issuance contained therein reasonably considered, after which Delta shall mail to its stockholders at the earliest reasonably practicable date the definitive Proxy Statement.
(b) In accordance with applicable Law, the rules and regulations of the NYSE and Delta’s certificate of incorporation and bylaws, at the meeting of its stockholders convened for the purpose of obtaining stockholder approval of the Merger (the “Special Meeting”), Delta will also request the Requisite Stockholder Approval in connection with this Agreement. The Proxy Statement will include the recommendation of the Board of Directors of Delta of the Pilot Equity Issuance and the transactions contemplated thereby and Delta shall use its reasonable best efforts to obtain the Requisite Stockholder Approval.