Seller Shareholders Approval. As promptly as reasonably practicable after the execution of this Agreement, the Seller shall circulate to its shareholders notice of a general meeting of the Seller's shareholders in order to consider and approve, to the extent required by applicable laws and regulations (including the rules of any stock exchange), the execution, delivery and performance of this Agreement and the Transaction by the Seller. Such notice shall be provided in accordance with all applicable laws and regulations (including the rules of any stock exchange) and the Seller's governing documents. Seller shall use commercial efforts for such meeting to be duly held as promptly as practicable. The circular to be provided to the shareholders of Seller in connection with such general meeting shall include a recommendation of the Board of Directors of Seller to vote in favor of the proposed resolution.
Seller Shareholders Approval. (a) Following the execution of this Agreement, Seller shall take, in accordance with applicable law and the Seller Articles and the Seller Bylaws, all action necessary to convene an annual or special meeting of its shareholders as promptly as practicable for the purpose of obtaining (i) the Requisite Seller Vote required in connection with this Agreement and the Merger and (ii) if so desired and mutually agreed by the parties, the approval of other matters of the type customarily brought before an annual or special meeting of shareholders to approve a merger agreement or otherwise approve the transactions contemplated hereby (such meeting, including any adjournment or postponement thereof, the “Meeting”). In furtherance and without limitation of the foregoing, Seller, at its expense, shall promptly mail (or cause to be mailed) the Proxy Statement of Seller relating to the Meeting. Without limiting the scope of this Section 6.3(a), Seller shall use commercially reasonable efforts to mail the Proxy Statement to Seller’s shareholders as soon as practicable following the date of this Agreement, but in no event later than sixty (60) days of the date of this Agreement. If at any time prior to the Meeting there shall occur any event that is required to be set forth in an amendment or supplement to the Proxy Statement, Seller shall promptly prepare and, after consultation with Buyer, mail to the holders of Shares such an amendment or supplement. Buyer shall cooperate with Seller in the preparation of the Proxy Statement, any amendment or supplement thereto, and any other communication that could reasonably be deemed to be proxy solicitation materials relating to the Merger (collectively, the “Proxy Materials”) and shall furnish Seller with all information relating to Buyer that Seller reasonably determines in necessary to be included in, or otherwise in respect of, the Proxy Materials. Buyer and its counsel shall be given a reasonable opportunity to review any Proxy Material prior to its dissemination to the holders of the Shares, and Seller shall give appropriate consideration to making any change to the Proxy Material reasonably requested by Buyer.
Seller Shareholders Approval. (a) In the event approval of Seller's shareholders is required by the Nasdaq Stock Market Marketplace Rules, Seller shall (i) promptly prepare a proxy statement (the "Proxy Statement") to be mailed to the shareholders of Seller in connection with transactions contemplated hereby, which shall conform in all material respects to all applicable legal requirements; (ii) call a special meeting of the shareholders of Seller to be held as soon as practicable for purposes of voting upon the transactions contemplated hereby; and (iii) use its best efforts to solicit and obtain votes of the shareholders of Seller in favor of the transactions contemplated hereby. The Proxy Statement shall include a recommendation by the Board of Directors of Seller recommending approval of such transactions by Seller's shareholders. When the Proxy Statement is mailed to the shareholders of Seller, and at times subsequent to such mailing, up to and including the date of the Meeting, such Proxy Statement and all supplements thereto, with respect to all information set forth therein (x) will comply in all material respects with the provisions of the Exchange Act and any other applicable statutory or regulatory requirements, and (y) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading.
