Seller Stockholders’ Meeting. Seller shall call and hold a meeting of its stockholders (the "Seller Stockholders’ Meeting") as promptly as practicable for the purpose of voting upon the approval of this Agreement and the transactions contemplated herein, and Seller shall use its commercially reasonable efforts to hold the Seller Stockholders’ Meeting as soon as practicable after the date hereof. Notwithstanding the foregoing, Seller shall not be required to hold the Seller Stockholders’ Meeting if this Agreement is terminated before that meeting is held.
Seller Stockholders’ Meeting. Seller shall call and hold a meeting of its stockholders (the “Seller Stockholders’ Meeting”) as promptly as practicable following the date on which the Proxy Statement is cleared by the SEC for the purpose of obtaining the Required Seller Stockholders Vote. Except as permitted by Section 6.5, the Proxy Statement shall include the Seller Board Recommendation.
Seller Stockholders’ Meeting. (a) Seller shall take all action necessary under all applicable Legal Requirements to call, give notice of and hold an extraordinary general meeting or meetings of the holders of Seller’s outstanding share capital to vote on the approval of the Stock Purchase and the Liquidation (the “Seller Stockholders’ Meeting”). Seller agrees that such notice shall include resolutions in respect of the following matters: (i) that Seller be placed into a members’ voluntary liquidation; (ii) that a liquidator be appointed to distribute Seller’s assets (including the shares of Xcyte Common Stock issued in the Stock Purchase) to its members; and (iii) that any amendments to Seller’s articles of association required to be made to allow for the Liquidation and Stock Purchase to proceed be approved, (collectively, the “Resolutions”). The Seller Stockholders’ Meeting shall be held as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act.
Seller Stockholders’ Meeting. “Seller Stockholders’ Meeting” shall have the meaning set forth in Section 5.2(a).
Seller Stockholders’ Meeting. (a) DGLP shall, in accordance with applicable Legal Requirements and DGLP’s Governing Documents, take all action necessary to call, give notice of, convene and hold the Seller Stockholders’ Meeting to consider and vote on a proposal to adopt and approve this Agreement as soon as practicable following the date of this Agreement and in no event later than forty (40) days (or such other later date which the parties may agree upon in writing) after the date on which all SEC comments to the Proxy Statement have been resolved. Unless required by applicable Legal Requirements, DGLP shall not postpone the Seller Stockholders’ Meeting or adjourn the Seller Stockholders’ Meeting if a quorum is present, without the prior consent of Buyer. The Seller Stockholders’ Meeting shall be held on a date selected by DGLP in consultation with Buyer as promptly as practicable after mailing of the Proxy Statement.
Seller Stockholders’ Meeting. Subject to this Section 6.6, Seller shall mail the Proxy Statement to its stockholders and call and hold a meeting of its stockholders (the “Seller Stockholders’ Meeting”) in accordance with Seller’s bylaws and applicable Law as promptly as practicable following the date on which the Proxy Statement is cleared by the SEC for the purpose of obtaining the approval of the Required Seller Stockholders. Subject to Seller’s fiduciary duties and applicable Law, Seller will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the Transactions, and will take all other reasonable action, if any, deemed necessary by Seller to secure the approval of its stockholders (by vote or consent) required by applicable Law, Seller’s certificate of incorporation and bylaws, each as amended to date, and, if applicable, all Contracts binding on Seller. The Proxy Statement will contain the Seller Recommendation; provided, however, that no director or officer of Seller shall be required to violate any fiduciary duty or other requirement imposed by Law in connection therewith.
Seller Stockholders’ Meeting. (a) Subject to the provisions of Section 6.4 hereof, Seller shall take all action necessary to call, give notice of, convene and hold the Seller Stockholders’ Meeting to consider and vote on a proposal to approve this Agreement and the sale of the Purchased Assets. Subject to the provisions of Section 6.4 hereof, the Seller Stockholders’ Meeting shall be held as promptly as practicable after mailing of the Proxy Statement.
Seller Stockholders’ Meeting. (a) The Seller shall take all action necessary to call, give notice of and hold a meeting of the holders of Seller Common Stock to consider and vote on a proposal to adopt and approve this Agreement and the transactions contemplated hereby (the "Seller Stockholders' Meeting") and no other Acquisition Proposal or other matter (excluding adjournment of the Seller Stockholders' Meeting) will be considered at such meeting. The Seller Stockholders' Meeting shall be held (on a date selected by the Seller in consultation with the Buyer) as promptly as practicable after the Form S-4 Registration Statement is declared effective under the Securities Act.
Seller Stockholders’ Meeting. (a) Seller shall (i) take all action necessary in accordance with applicable Legal Requirements and the Seller Organizational Documents to duly call, give notice of, convene and hold a meeting of its stockholders Table of Contents (the “Seller Stockholders Meeting”) as promptly as reasonably practicable (and in no event more than twenty (20) Business Days) following the mailing of the Proxy Statement for the purpose of obtaining the Seller Stockholder Approval, and (ii) use reasonable best efforts to solicit from its stockholders proxies in favor of the adoption of this Agreement (subject to Seller’s right to effect a Seller Board Recommendation Change in accordance with the terms of this Agreement); provided, however, without limiting Seller’s obligation to convene and hold the Seller Stockholders Meeting as promptly as reasonably practicable, nothing herein shall prevent Seller from postponing or adjourning the Seller Stockholders Meeting if (w) there are holders of insufficient shares of Seller Common Stock present or represented by a proxy at the Seller Stockholders Meeting to constitute a quorum at the Seller Stockholders Meeting, (x) (i) as of the time of the Seller Stockholders Meeting, or a time determined by Seller that is within 48 hours of the time that had been scheduled for the Seller Stockholders Meeting, fewer than a majority of the outstanding shares of Seller Common Stock as of the record date set for the Seller Stockholders Meeting shall have delivered proxies to vote in favor of the approval and adoption of this Agreement (provided that no such postponement shall extend beyond the Outside Date), or (ii) in the case of adjournment, Seller’s stockholders shall have voted to approve such adjournment (provided, in each case, that no such adjournment shall extend beyond the Outside Date), (y) Seller is required to postpone or adjourn the Seller Stockholders Meeting by applicable Legal Requirements, Order or a request from the SEC or its staff, or (z) Seller’s Board of Directors or any authorized committee thereof shall have determined in good faith (after consultation with outside legal counsel) that it is necessary to postpone or adjourn the Seller Stockholders Meeting in order to give Seller’s stockholders sufficient time to evaluate any information or disclosure that Seller has sent to its stockholders or otherwise made available to its stockholders by issuing a press release, filing materials with the SEC or otherwise (including in connec...
Seller Stockholders’ Meeting. (a) Unless this Agreement is terminated in accordance with Article 10, Seller shall establish a record date for, duly call, give notice of, convene and hold a meeting of its stockholders (including any adjournments thereof, the “Seller Stockholders’ Meeting”) as promptly as reasonably practicable after the date on which the Seller Stockholder Proxy Statement is cleared by the SEC (which shall include upon expiration of the ten (10) day period after filing in the event the SEC does not review the Seller Stockholder Proxy Statement) for the purpose of obtaining the Seller Stockholders’ Approval; provided that, without the prior written consent of Purchaser, (i) the Seller Stockholders’ Meeting shall not be held later than sixty (60) calendar days after the date on which the Seller Stockholder Proxy Statement is mailed to Seller’s stockholders and (ii) Seller may not adjourn or postpone the Seller Stockholders’ Meeting; provided, further, that, notwithstanding the foregoing, Seller will adjourn or postpone the Seller Stockholders’ Meeting up to three (3) times at the request of Purchaser in order to solicit additional votes for approval of this Agreement and the transactions contemplated hereby.
