Seller Stockholder Approval; Proxy Statement Clause Samples
Seller Stockholder Approval; Proxy Statement. Without limiting the Seller’s obligations set forth in Section 6.5(o), the Seller shall cause a meeting of its stockholders (the “Seller Stockholder Meeting”) to be duly called and held as soon as reasonably practicable following the date hereof for the purpose of voting on the approval of this Agreement and the Transaction. Subject to Section 6.9, the Board shall recommend approval of this Agreement and the Sale of the Purchased Assets by the Seller’s stockholders. In connection with such meeting, the Seller shall (i) promptly prepare and file with the SEC, use its reasonable best efforts to have cleared by the SEC and thereafter mail to its stockholders as promptly as practicable, the Proxy Statement and all other proxy materials for such meeting, (ii) use its reasonable best efforts to obtain the Seller Stockholder Approval, and (iii) otherwise use its reasonable best efforts to comply with all legal requirements applicable to such meeting. The Proxy Statement shall not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The covenant contained in the foregoing sentence shall not apply to statements or omissions included in the Proxy Statement based upon information furnished to the Seller by the Purchaser specifically for use therein.
Seller Stockholder Approval; Proxy Statement. (a) Stockholder Approval. Seller, acting through its board of directors, shall: (i) duly call and give notice of a meeting of its stockholders (the “Stockholders’ Meeting”) for the purpose of considering and adopting and approving this Agreement and Transaction contemplated hereby by the affirmative vote of the holders of a majority of the shares of Seller’s Common Stock outstanding on the record date for the Stockholders’ Meeting and entitled to vote, as required by the DGCL (the “Stockholders’ Approval”); (ii) hold the Stockholders’ Meeting as soon as practicable, but no longer than 60 days, following the earlier of (A) receipt and resolution of comments by the Securities and Exchange Commission (the “SEC”) on the Proxy Statement (as defined below), or (B) in the absence of SEC comments, the expiration of the 10-day waiting period provided in Rule 14a-6(a) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”); provided, however, that if Seller reasonably believes, upon advice of counsel, that an amendment or supplement to the Proxy Statement is necessary to comply with applicable rules under the Exchange Act after the Proxy Statement is first distributed to stockholders, Seller shall use its best efforts to complete and file with the SEC such amendment or supplement as quickly as practicable, and in no event shall such amendment or supplement delay the Stockholders’ Meeting by more than 15 additional days; (iii) subject to its fiduciary duties under applicable law, recommend to its stockholders the approval and adoption of this Agreement and the transactions contemplated hereby and take all reasonable and lawful action to solicit and obtain such approval and adoption (the “Seller Recommendation”), (iv) include the Seller Recommendation in the Proxy Statement (as defined below), and (v) subject to Section 4.5 hereof, shall not withdraw or adversely modify such recommendation. The record date for the Stockholders’ Meeting shall be a date chosen by the Seller’s board of directors.