Proxy Statement; Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement (but in any event no later than forty-five (45) days after the date hereof), the Company shall prepare and file a preliminary Proxy Statement with the SEC. Subject to Section 5.03, the Proxy Statement shall include the Company Recommendation. Parent shall cooperate with the Company in the preparation of the Proxy Statement, and shall furnish all information concerning it and Sub that is necessary or appropriate in connection with the preparation of the Proxy Statement. The parties shall use their respective reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after such filing. Prior to filing or mailing the Proxy Statement or any related documents (or in each case, any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, to the extent reasonably practicable, the Company shall provide Parent with an opportunity to review and comment on such document or response and shall consider in good faith any comments on such document or response reasonably proposed by Parent. The Company shall notify Parent promptly of the receipt of any comments to the Proxy Statement 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 contemplated by this Agreement.
Proxy Statement; Stockholder Meeting. (a) Company and each of Parent and Newco shall prepare and file, or shall cause to be prepared and filed, with the SEC those documents, schedules and amendments and supplements thereto required to be filed with respect to the transactions contemplated by this Agreement. Company, acting through its Board of Directors, shall, if necessary, cause a meeting of its stockholders (the "Stockholders Meeting") to be duly called (including establishing the record date, if requested, to be the date immediately after the date Newco first purchases any shares of Company Common Stock pursuant to the Offer) and shall give notice of, convene and hold the Stockholders Meeting as soon as practicable, and at such time and place designated by Parent, for the purpose of approving the Merger, this Agreement and any other actions contemplated hereby which required the approval of Company's stockholders. Company shall recommend to its stockholders approval of the Merger and take all reasonable actions necessary to solicit such approval. Company shall use its best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent, shall respond promptly to any comments of the SEC relating to any preliminary proxy statement regarding the Merger and the other transactions contemplated by this Agreement and to cause the Proxy Statement to be mailed to its stockholders, all at the earliest practicable time. Whenever any event occurs which should be set forth in an amendment or supplement to the Proxy Statement or any other filing required to be made with the SEC with respect to the Proxy Statement or the Stockholders Meeting, each party shall promptly inform the other of such occurrence and cooperate in filing with the SEC and/or mailing to Company's stockholders such amendment or supplement. The Proxy Statement and all amendments and supplements thereto shall comply with applicable law and be in form and substance satisfactory to each of Parent and Company. Company, acting through its Board of Directors, shall include in the Proxy Statement the recommendation of its Board of Directors that stockholders of Company vote in favor of the approval and adoption of this Agreement and the Merger. Company shall use its best efforts to solicit from stockholders of Company proxies in favor of such approval and adoption and shall take all other actions necessary or, in the reasonable judgment of Parent, advisable to secure the v...
Proxy Statement; Stockholder Meeting. 29 SECTION 6.02. Access to Information; Confidentiality.......... 29 SECTION 6.03. Reasonable Best Efforts......................... 30 SECTION 6.04. Indemnification................................. 30 SECTION 6.05. Public Announcements............................ 32 SECTION 6.06.
Proxy Statement; Stockholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall prepare and file the Company Proxy Statement with the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on the Company Proxy Statement prior to filing. The Company shall use reasonable best efforts as promptly as reasonably practicable (and after consultation with Parent) to respond to any comments made by the SEC with respect to the Company Proxy Statement. The Company shall provide Parent with a reasonable opportunity to review and comment on any responses to comments from the SEC on the Company Proxy Statement or any amendments or supplements to the Company Proxy Statement prior to the filing of such responses, amendments or supplements. The Company shall use reasonable best efforts to cause the Company Proxy Statement (substantially in the form last filed and/or cleared) to be filed with the SEC in definitive form as contemplated by Rule 14c-2 under the Exchange Act and then to be disseminated to the stockholders of the Company pursuant to the SEC’s rules as promptly as practicable after the latest of (i) confirmation from the SEC that it has no further comments on the Company Proxy Statement, (ii) confirmation from the SEC that the Company Proxy Statement will not to be reviewed or (iii) expiration of the 10-day period after filing in the event the SEC does not review the Company Proxy Statement.
Proxy Statement; Stockholder Meeting. 19 Section 6.2 Reasonable Best Efforts.........................................20 Section 6.3
Proxy Statement; Stockholder Meeting. 39 Section 6.06. Access to Information; Confidentiality .............................40 Section 6.07.
Proxy Statement; Stockholder Meeting. (a) As promptly as practicable after the execution of this Agreement, the Company and Shell shall prepare, and the Company shall file with the SEC, the preliminary Proxy Statement relating to the adoption of this Agreement and approval of the transactions contemplated hereby by the stockholders of the Company, subject to Section 5.03. As promptly as practicable after comments are received from the SEC thereon and after the furnishing by the Company and Shell of all information required to be contained therein, the Company shall file with the SEC a revised Proxy Statement and will use all commercially reasonable efforts to have it cleared by the SEC as soon thereafter as practicable, subject to Section 5.03. (b) Subject to Section 5.03, the Company shall cause a meeting of its stockholders (the "COMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable after the SEC clears the Proxy Statement for the purpose of voting on the approval and adoption of this Agreement and the Merger and will (i) thereafter mail to its stockholders as promptly as practicable the Proxy Statement, (ii) include in the Proxy Statement the Board's recommendation set forth in Section 1.01(f), (iii) use all commercially reasonable efforts to obtain the necessary approval by its stockholders of this Agreement and the transactions contemplated hereby and (iv) otherwise comply with all legal requirements applicable to such meeting. SECTION 6.06.
Proxy Statement; Stockholder Meeting. (a) The Company shall take all action necessary to duly call, give notice of, convene and hold a meeting of the Stockholders (the “Stockholder Meeting”) as promptly as reasonably practicable following the date hereof for the purpose of obtaining the approval of the holders of a majority of its outstanding Series D Preferred Stock and Common Stock voting as a single class in accordance with applicable Law and NASDAQ Listing Rules of (i) the adoption of this Agreement, (ii) the adoption of the Articles Amendment, (iii) the Preliminary Transaction, (iv) the election of the Investor Designees to the Board of Directors, and (v) the issuance of the Class AA Preferred Stock to Investor (the “Stockholder Approval”). Unless the Board of Directors shall have withdrawn or modified its Recommendation in accordance with, and subject to, the terms and conditions of, Section 5.3(d), the Company shall (A) include in the Proxy Statement the recommendation of the Board of Directors that the Stockholders approve and adopt this Agreement, the issuance of the Class AA Preferred Stock, the Articles Amendment and the election of the Investor Designees (the “Recommendation”) and (B) use its reasonable best efforts to solicit from the Stockholders proxies in favor of the approval of this Agreement and take all other action reasonably necessary or advisable to secure the Stockholder Approval. The Company may only adjourn or postpone the Stockholder Meeting to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the Stockholders or, if as of the time for which the Stockholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient shares of Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such meeting; provided, that no adjournment may be to a date on or after the Early Outside Date.
Proxy Statement; Stockholder Meeting. The Company agrees to promptly prepare a proxy statement (the “Proxy Statement”) to be sent to the Company’s stockholders in connection with a special or annual meeting of holders of the Company’s Common Stock (the “Meeting”), to be held for the purpose of seeking the Stockholder Approval described herein and for such other purposes within the sole discretion of the Company, and use its best efforts to obtain the Stockholder Approval. If the Stockholder Approval is not obtained at the Meeting, or any subsequent meeting, the Company shall subsequently file an additional Proxy Statement no later than 90 days after the Meeting, or subsequent meeting, at which such Stockholder Approval is not received, in order to seek Stockholder Approval and use its best efforts to obtain the Stockholder Approval.
Proxy Statement; Stockholder Meeting. (a) Promptly following the Initial Closing Date, the Company shall take all corporate action necessary to call a meeting of its stockholders (which may be its annual meeting) (the “Stockholders Meeting”), which shall occur not later than October 15, 2012 (unless extended with the consent of or upon the direction of the Purchaser), for the purpose of seeking approval of the Company’s stockholders of the following (collectively, the “Proxy Proposals”): (i) amended and restated Articles of Incorporation in a form to be agreed upon between the Company and Purchaser (the “Amended and Restated Charter”) which integrates into a single instrument all of the provisions of the Articles of Incorporation as in effect and operative (including the terms of the Senior Preferred Designations) and amends such Articles of Incorporation in a manner acceptable to the Board and Purchaser, including to (A) authorize a sufficient number shares of Common Stock for issuance in the Prime Unit Financing and upon conversion of the Junior Preferred, issuance pursuant to the New Equity Plan and other corporate purposes, (B) authorize a reverse split of the Common Stock in a ratio to be agreed upon in accordance with Nevada law (and without the effect of giving stockholders dissenters rights), (C) authorize the Junior Preferred and (D) provide for the indemnification of directors in such manner that as is satisfactory to Purchaser, (ii) the election of a Board comprised of members as set forth in the Unit Financing Term Sheet or as otherwise designated by Purchaser, (iii) the New Equity Plan, (iv) the Prime Unit Financing for all purposes under Nevada law (including Sections 78.378 to 78.3793, et. seq. and 411-443 of the Nevada Revised Statutes), and (v) such other matters as are agreed between the Company and Purchaser.
