Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.” (b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meeting.” (c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement: (d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Lin Television Corp), Agreement and Plan of Merger (LIN Media LLC), Agreement and Plan of Merger (LIN Media LLC)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Lxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with XxxxxLxxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx Lxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Lxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx Lxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx Lxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Lxxxx Common Shares (the “Xxxxx Lxxxx Shareholder Meeting”) at which meeting Xxxxx Lxxxx shall seek the Required Xxxxx Lxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Lxxxx Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and XxxxxLxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and XxxxxLxxxx, the Xxxxx Lxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Lxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and XxxxxLxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Lxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx Lxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Media General Inc), Agreement and Plan of Merger (Mercury New Holdco, Inc.)
Shareholder Meeting. Pursuant to the Merger Agreement, the Company shall, at Numico's option and direction and as soon as practicable, either (ai) duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Shareholders Meeting") or (ii) submit the Merger to its shareholders for approval through shareholder action by written consent in lieu of a meeting for the purpose of obtaining the requisite number of votes to adopt the Merger and the Merger Agreement. In addition, the Company shall, through the Board, recommend to its shareholders that they vote in favor of the adoption of the Merger and the Merger Agreement; provided, however, that the Board may amend, modify or withdraw such recommendation if the Board determines, following consultation with the Company's outside legal counsel, that such action is required in order to comply with applicable law and so long as the Board submits the Merger to the Company's shareholders for approval at a meeting or by written consent with no recommendation in accordance with the FBCA. The first sentence Merger Agreement provides that Numico and the Purchaser shall vote or cause to be voted all Shares owned of record by Numico, the Purchaser or any of its other subsidiaries in favor of the approval of the Merger and adoption of the Merger Agreement. Notwithstanding the preceding paragraph or any other provision of the Merger Agreement, the Merger Agreement provides that, in the event that Numico, the Purchaser, or any other subsidiary of Numico shall beneficially own in the aggregate at least 80% of the outstanding Shares, the Company shall not be required to call the Company Shareholders Meeting or to file or mail a proxy statement, and the parties to the Merger Agreement shall, subject to the provisions of Section 6.2(a) 12 herein, at the request of Numico, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of and payment for Shares by the Purchaser pursuant to the Offer without a meeting of shareholders of the Company. The Merger Agreement provides that, if required by applicable law, as soon as practicable following Numico's request, the Company and Numico shall prepare and file with the SEC the proxy statement relating to the Company Shareholders Meeting (the "Proxy Statement"). Each of the Company and Numico shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company's shareholders, as promptly as practicable and to solicit proxies in favor of the adoption of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness approval of the Form S-4 (subject to any extension reasonably necessary to comply with applicable LawMerger; provided, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shallhowever, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of event the holders of Mercury Voting Common Stock (Board withdraws its recommendation for the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) adoption of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness approval of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCAMerger, the Xxxxx LLC Company shall solicit proxies regarding the Merger Agreement and applicable Law, including amending any disclosure document the Merger in a neutral fashion; provided that such obligation to be delivered solicit proxies in a neutral fashion shall not prohibit the Board from communicating the basis for its determination not to holders of Xxxxx Common Shares or Mercury Common Stock in connection with make a recommendation to the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective extent required under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder MeetingFBCA.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 2 contracts
Samples: Offer to Purchase (Rexall Sundown Inc), Offer to Purchase (CDD Partners LTD Et Al)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury Home shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documentsshall cause its Board of Directors to, (i) establish a record date fortake all action in accordance with the federal securities laws, duly the laws of the State of Maryland and the Home Articles and Home Bylaws necessary to (A) call and give notice of a special meeting of the holders of Mercury Voting Common Stock its shareholders (the “Mercury Home Shareholder Meeting”) at which meeting Mercury shall seek for the Required Mercury Vote, which record date shall be no later than purpose of obtaining the Requisite Home Vote within ten (10) days after following the date on which the Form S-4 is declared effective under the Securities Act, Act (the “Notice Date”) and (B) schedule the Home Shareholder Meeting to take place on a date that is within forty-five (45) days after the Notice Date; (ii) convene use its commercially reasonable best efforts to (x) cause the Home Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Requisite Home Vote; and (iii) subject to Section 6.8, include in the Proxy Statement the recommendation that the Home shareholders approve this Agreement and the Merger (the “Home Board Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, Home shall not be required to hold the Mercury Home Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the scheduled time of the Home Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx Cascade shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreementshall cause its Board of Directors to, (i) establish a record date fortake all action in accordance with the federal securities laws, duly the laws of the State of Oregon and the Cascade Articles and Cascade Bylaws necessary to (A) call and give notice of a special meeting of the holders of Xxxxx Common Shares its shareholders (the “Xxxxx Cascade Shareholder Meeting”) at which meeting Xxxxx shall seek for the Required Xxxxx Vote, which record date shall be no later than purpose of obtaining the Requisite Cascade Vote within ten (10) days following the Notice Date and (B) schedule the Cascade Shareholder Meeting to take place on a date that is within forty-five (45) days after the date on which the Form S-4 is declared effective under the Securities Act, and Notice Date; (ii) convene use its commercially reasonable best efforts to (x) cause the Cascade Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Requisite Cascade Vote; and (iii) subject to this 6.3(b), include in the Cascade Proxy Statement the recommendation that the Cascade shareholders approve this Agreement and the issuance of Cascade Common Stock pursuant to this Agreement (the “Cascade Board Recommendation”). The Board of Directors of Cascade shall not (nor shall any committee thereof) withdraw or modify, in a manner adverse to Home, the Cascade Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Home the Cascade Board Recommendation (any such action, a “Cascade Change in Recommendation”). Notwithstanding the foregoing, the Board of Directors of Cascade (including any committee thereof) may, at any time prior to obtaining the Requisite Cascade Vote, effect a Cascade Change in Recommendation if the Board of Directors of Cascade (or any committee thereof) determines in good faith (after consultation with counsel) that the failure to make a Cascade Change in Recommendation would result in a violation of its fiduciary duties under applicable law; provided, however, that the Board of Directors of Cascade (or applicable committee thereof) may not make a Cascade Change in Recommendation until at least four (4) business days following Home’s initial receipt of written notice that the Board of Directors of Cascade (or applicable committee thereof) intends to make such Cascade Change in Recommendation and the reasons therefor, and, taking into account any amendment or modification to this Agreement proposed by Home, the Board of Directors of Cascade (or applicable committee thereof) determines in good faith (after consultation with counsel) that the failure to make a Cascade Change in Recommendation would result in a violation of its fiduciary duties under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Cascade shall not be required to hold the Xxxxx Cascade Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the scheduled time of the Cascade Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 2 contracts
Samples: Merger Agreement (Cascade Bancorp), Merger Agreement (Home Federal Bancorp, Inc.)
Shareholder Meeting. Commencing not later than October 15, 2001, Seller shall take, consistent with applicable law and its Articles of Incorporation and Bylaws, as amended and/or restated to date, all action necessary to convene and hold a meeting of holders of Seller Common Stock as promptly as practicable after October 15, 2001 for the purpose of considering and voting upon the approval of this Agreement and the transactions contemplated herein (a) The first sentence of Section 6.2(a) the "SELLER'S SHAREHOLDER MEETING"). Without limiting the generality of the Merger Agreement is hereby amended foregoing, Seller shall, promptly following October 15, 2001 (but not later than November 5, 2001), prepare a proxy statement (whether as part of a registration statement on Form S-4 or otherwise) (the "PROXY STATEMENT"), file it with the Securities and restated Exchange Commission ("SEC") under the Exchange Act, and use all reasonable efforts to read as follows: “have it cleared or declared effective by the SEC. As promptly as practicable following after the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares Proxy Statement has been cleared or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made declared effective by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law and Seller shall mail the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice Proxy Statement to the shareholders of a meeting Seller as of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting shareholders' meeting referred to above. Seller shall use its reasonable best efforts to obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Buyer, respond promptly to any comments of the SEC relating to the preliminary Proxy Statement pertaining to the transactions contemplated by this Agreement and to cause the definitive Proxy Statement relating to the transactions contemplated by this Agreement to be mailed to its shareholders, all at the earliest practicable time. Whenever an 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, each party hereto will promptly inform the others and cooperate in filing with the SEC and/or mailing to shareholders such amendment or supplement. Other than as required by Seller Board Fiduciary Duties, the Board of Directors of Seller shall recommend such approval (referral to which shall be included in the Proxy Statement) and Seller shall take all lawful action to solicit such approval. At any such meeting of Seller's shareholders all of the White Shares shall be voted for the approval of this Agreement and the Xxxxx Shareholder Meeting transactions contemplated hereby. Buyer and the Whites covenant and agree to cooperate with Seller in connection with the preparation, filing and mailing of the Proxy Statement and any amendment or supplement thereto, including (without limitation) providing, as promptly as practicable and at their sole expense, such information as Seller shall continue reasonably request for use in the Proxy Statement. Buyer and the Whites agree that Seller may rely on any information furnished by Buyer or White in preparing the Proxy Statement and any amendment or supplement thereto. Nothing in this Section 7.4 is intended to preclude the Board of Directors of Seller from taking, or causing to be July 18taken, 2014 (subject any action which the Board of Directors determines, based on the advice of outside counsel as to any change legal matters, is required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC)Seller Board Fiduciary Duties.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Insurance Management Solutions Group Inc), Stock Purchase Agreement (Insurance Management Solutions Group Inc)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly soon as practicable following after the effectiveness of SEC confirms that it has no further comments on the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law Schedule 13E-3 and the Mercury Organizational DocumentsProxy Statement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be but in any event no later than ten (10) days after such confirmation, the Company shall (i) establish a record date for determining shareholders of the Company entitled to vote at the Shareholder Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholder Meeting without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), unless required to do so by applicable Laws; and in the event that the date on of the Shareholder Meeting as originally called is for any reason adjourned or otherwise delayed, the Company may establish a new Record Date for the Shareholder Meeting after consultation with Parent, (ii) mail or cause to be mailed the Proxy Statement to the holders of Shares as of the Record Date (and concurrently furnish the Proxy Statement under Form 6-K), including Shares represented by ADSs, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs to whom the Schedule 13E-3 will be mailed/distributed (the “Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders, and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.04(b), without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Form S-4 is declared effective under authorization and approval of this Agreement, the Securities ActPlan of Merger and the Transactions are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholder Meeting.
(b) As soon as practicable but in any event no later than forty (40) days after the date of mailing the Proxy Statement, the Company shall hold the Shareholder Meeting in accordance with the applicable Laws and the Company Governing Documents. Subject to Section 6.02, (i) the Company Board shall recommend to holders of the Shares that they authorize and approve this Agreement, the Plan of Merger and the Transactions, and shall include such recommendation in the Proxy Statement and (ii) convene and hold the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, Company shall use its reasonable best efforts in accordance with applicable Law and the Xxxxx LLC Company Governing Documents to (A) solicit from its shareholders proxies in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (B) take all other action necessary or advisable to secure the Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement but subject to Section 6.04(c), unless this Agreement is validly terminated in accordance with Article IX, (x) the Company’s obligations pursuant to this Section 6.04 shall not be limited or otherwise affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Competing Proposal, and (y) the Company’s obligations pursuant to this Section 6.04 (other than sub-clause (i) establish a record date forin the second sentence of this Section 6.04(b)) shall not be limited or otherwise affected by any Adverse Recommendation Change.
(c) Notwithstanding Section 6.04(b), duly call and give notice after consultation in good faith with Parent, the Company may recommend the adjournment of a meeting of the Shareholder Meeting to its shareholders (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Xxxxx Common Shares (within a reasonable amount of time in advance of the “Xxxxx Shareholder Meeting”, (ii) at as otherwise required by applicable Law, or (iii) if as of the time for which meeting Xxxxx the Shareholder Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholder Meeting or to vote in favor of the authorization and approval of this Agreement, the Plan of Merger, and the Transactions in order for the Shareholder Approval to be obtained. If the Shareholder Meeting is adjourned, the Company shall seek convene and hold the Required Xxxxx VoteShareholder Meeting as soon as reasonably practicable thereafter, which record subject to the immediately preceding sentence; provided that the Company shall not recommend to its shareholders the adjournment of the Shareholder Meeting to a date shall be no later that is less than ten (10) Business Days prior to the Outside Date.
(d) Notwithstanding Section 6.04(b), Parent may request in writing that the Company adjourn the Shareholders Meeting for up to sixty (60) days after (but in any event no later than fifteen (15) days prior to the date on Outside Date), if and to the extent the Special Committee determines in good faith (i) if as of the time for which the Form S-4 Shareholder Meeting is declared effective under originally scheduled (as set forth in the Securities ActProxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Shareholder Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Shareholder Approval, or (ii) such adjournment is necessary or advisable to allow reasonable additional time for (A) the filing and mailing of, at the reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholder Meeting, in which event the Company shall, in each case, cause the Shareholders Meeting to be adjourned in accordance with Parent’s request.
(e) At the Shareholder Meeting, and any other meeting of the shareholders of the Company called to seek the Shareholder Approval or in any other circumstances upon which a vote, consent or other approval (including by written consent) with respect to this Agreement, the Plan of Merger or the Transactions contemplated herein is sought, Parent shall (i) vote, or cause to be voted, all Shares held directly or indirectly by Parent or Merger Sub or with respect to which Parent or Merger Sub otherwise has, directly or indirectly, voting power at such Shareholder Meeting in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (ii) convene and hold if necessary, enforce the Xxxxx Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) agreement of the Merger Rollover Shareholders set forth in the relevant Support Agreement to vote in favor of the authorization and approval of this Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting Plan of Merger and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC)Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Ma Baoli), Merger Agreement (BlueCity Holdings LTD)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury Home shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documentsshall cause its Board of Directors to, (i) establish a record date fortake all action in accordance with the federal securities laws, duly the laws of the State of Maryland and the Home Articles and Home Bylaws necessary to (A) call and give notice of a special meeting of the holders of Mercury Voting Common Stock its shareholders (the “Mercury Home Shareholder Meeting”) at which meeting Mercury shall seek for the Required Mercury Vote, which record date shall be no later than purpose of obtaining the Requisite Home Vote within ten (10) days after following the date on which the Form S-4 is declared effective under the Securities Act, Act (the “Notice Date”) and (B) schedule the Home Shareholder Meeting to take place on a date that is within forty-five (45) days after the Notice Date; (ii) convene use its commercially reasonable best efforts to (x) cause the Home Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Requisite Home Vote; and (iii) subject to Section 6.8, include in the Proxy Statement the recommendation that the Home shareholders approve this Agreement and the Merger (the “Home Board Recommendation”). Notwithstanding anything to the contrary contained in this Agreement, Home shall not be required to hold the Mercury Home Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the scheduled time of the Home Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx Cascade shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreementshall cause its Board of Directors to, (i) establish a record date fortake all action in accordance with the federal securities laws, duly the laws of the State of Oregon and the Cascade Articles and Cascade Bylaws necessary to (A) call and give notice of a special meeting of the holders of Xxxxx Common Shares its shareholders (the “Xxxxx Cascade Shareholder Meeting”) at which meeting Xxxxx shall seek for the Required Xxxxx Vote, which record date shall be no later than purpose of obtaining the Requisite Cascade Vote within ten (10) days following the Notice Date and (B) schedule the Cascade Shareholder Meeting to take place on a date that is within forty-five (45) days after the date on which the Form S-4 is declared effective under the Securities Act, and Notice Date; (ii) convene use its commercially reasonable best efforts to (x) cause the Cascade Shareholder Meeting to be convened and held on the scheduled date and (y) obtain the Requisite Cascade Vote; and (iii) subject to this 6.3(b), include in the Cascade Proxy Statement the recommendation that the Cascade shareholders approve the issuance of Cascade Common Stock pursuant to this Agreement (the “Cascade Board Recommendation”). The Board of Directors of Cascade shall not (nor shall any committee thereof) withdraw or modify, in a manner adverse to Home, the Cascade Board Recommendation or make or cause to be made any third party or public communication proposing or announcing an intention to withdraw or modify in any manner adverse to Home the Cascade Board Recommendation (any such action, a “Cascade Change in Recommendation”). Notwithstanding the foregoing, the Board of Directors of Cascade (including any committee thereof) may, at any time prior to obtaining the Requisite Cascade Vote, effect a Cascade Change in Recommendation if the Board of Directors of Cascade (or any committee thereof) determines in good faith (after consultation with counsel) that the failure to make a Cascade Change in Recommendation would result in a violation of its fiduciary duties under applicable law; provided, however, that the Board of Directors of Cascade (or applicable committee thereof) may not make a Cascade Change in Recommendation until at least four (4) business days following Home’s initial receipt of written notice that the Board of Directors of Cascade (or applicable committee thereof) intends to make such Cascade Change in Recommendation and the reasons therefor, and, taking into account any amendment or modification to this Agreement proposed by Home, the Board of Directors of Cascade (or applicable committee thereof) determines in good faith (after consultation with counsel) that the failure to make a Cascade Change in Recommendation would result in a violation of its fiduciary duties under applicable law. Notwithstanding anything to the contrary contained in this Agreement, Cascade shall not be required to hold the Xxxxx Cascade Shareholder Meeting if this Agreement is terminated pursuant to Section 8.1 prior to the scheduled time of the Cascade Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 2 contracts
Samples: Merger Agreement (Cascade Bancorp), Merger Agreement (Home Federal Bancorp, Inc.)
Shareholder Meeting. Subject to the terms of this Agreement and (except in respect of Section 2.5(b)) receipt of the Interim Order, Whistler shall:
(a) The first sentence of Section 6.2(aconvene and conduct the Shareholder Meeting in accordance with its constating documents, the Interim Order and applicable Laws, as soon as reasonably practicable, and in any event on or before October 7, 2016;
(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with XxxxxVail, in accordance with applicable Law fix and publish a record date for the Mercury Organizational Documentspurposes of determining Whistler Shareholders entitled to receive notice of and vote at the Shareholder Meeting and give notice to Vail of the Shareholder Meeting;
(c) allow Vail’s representatives and legal counsel to attend the Shareholder Meeting;
(d) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Shareholder Meeting without Vail’s prior written consent, except:
(i) establish as required for quorum purposes (in which case the meeting shall be adjourned and not cancelled), by Law or by a record date for, duly call Governmental Entity or by valid Whistler Shareholder action (which action is not solicited or proposed by Whistler or the Whistler Board and give notice of a meeting subject to compliance by Whistler with Section 5.5(c)); or
(ii) as otherwise expressly permitted under this Agreement;
(e) use commercially reasonable efforts to solicit proxies in favour of the holders Arrangement Resolution, including, if so requested by Vail and at the expense of Mercury Voting Common Stock Vail, using the services of dealers and proxy solicitation firms to solicit proxies in favour of the approval of the Arrangement Resolution, provided that Whistler shall not be required to continue to solicit proxies in favour of the Arrangement Resolution if there has been a Whistler Change in Recommendation;
(f) provide Vail with copies of or access to information regarding the “Mercury Shareholder Meeting”Meeting generated by any dealer or proxy solicitation services firm engaged by Whistler, as requested from time to time by Vail;
(g) promptly advise Vail as frequently as Vail may reasonably request, and at which meeting Mercury shall seek least on a daily basis on each of the Required Mercury Vote, which record date shall be no later than last ten (10) days after Business Days prior to the date on which of the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.”, as to the aggregate tally of the proxies received by Whistler in respect of the Arrangement Resolution;
(bh) The first sentence promptly advise Vail of Section 6.2(b) any written communication from any Whistler Shareholder in opposition to the Arrangement (except for non-substantive communications from any Whistler Shareholder that purports to hold less than 38,000 Whistler Shares (provided that communications from such Whistler Shareholders are not substantive in the aggregate)), written notice of dissent or purported exercise by any Whistler Shareholder of Dissent Rights received by Whistler in relation to the Merger Agreement is hereby amended Arrangement and restated to read as follows: “As promptly as practicable following the effectiveness any withdrawal of the Form S-4 (subject Dissent Rights received by Whistler and any written communications sent by or on behalf of Whistler to any extension reasonably necessary Whistler Shareholder exercising or purporting to comply with exercise Dissent Rights in relation to the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, Arrangement;
(i) establish a record date fornot make any payment or settlement offer, duly call and give notice or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meeting.”Vail;
(cj) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, not change the record date for the Mercury Whistler Shareholders entitled to vote at the Shareholder Meeting and in connection with any adjournment or postponement of the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change unless required by applicable Law; and
(k) at the reasonable request of Vail from time to time, promptly provide Vail with a list (in both written and electronic form) of: (i) the Mercury Organizational Documents registered Whistler Shareholders, together with their addresses and respective holdings of Whistler Shares; (ii) the names and addresses and holdings of all Persons having rights issued by Whistler to acquire Whistler Shares (including Whistler Equity Award Holders); and (iii) participants in book-based systems and non-objecting beneficial owners of Whistler Shares, together with their addresses and respective holdings of Whistler Shares. Whistler shall from time to time require that its registrar and transfer agent furnish Vail with such additional information, including updated or the Xxxxx LLC Agreement, additional lists of Whistler Shareholders and lists of holdings and other assistance as applicable or to address any oral or written comments made by the SEC)Vail may reasonably request.
Appears in 1 contract
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of Notwithstanding the Merger Agreement is hereby amended general provisions hereof, if, prior to June 1, 1999, the Beneficial Holders have not obtained (and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders the Buyer and the Parent), from each holder of Xxxxx Other Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, each holder of Company Options identified on Schedule 6.1(c):
(i) establish an executed copy of a record date forCommon Purchase Agreement (in respect of the holders of the Other Common Shares), duly call and
(ii) a written commitment by each holder of such Company Options to exercise all such Company Options immediately prior to the Closing and give to sell the Common Shares issuable on the exercise of such Common Shares to Buyer on the terms and conditions of a Common Purchase Agreement; then:
(iii) the Beneficial Holders shall ensure that Company sends a notice of a meeting of the holders of Mercury Voting Common Stock its shareholders (the “Mercury Shareholder "Meeting”"), which shall be held immediately following the Closing on the Closing Date; provided that if the Closing has not taken place on the date set for the Meeting, the Meeting shall be adjourned until a time immediately after the Closing; and
(iv) at which meeting Mercury shall seek the Required Mercury VoteBuyer's option, which record date shall the Buyer's obligations hereunder to complete the Purchase may be no later than ten (10) days after the date on which the Form S-4 is declared effective assigned to a corporation to be incorporated under the Securities Act, and Business Corporations Act (iiOntario) convene and hold the Mercury Shareholder Meeting("NewSub").”
(b) The first sentence of Section 6.2(b) At the Meeting, the shareholders of the Merger Agreement is hereby amended Company shall consider and restated vote upon a proposed amalgamation (the "Amalgamation") between the Company and NewSub (the corporation resulting from such amalgamation being herein referred to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, "Amalco") on terms whereby:
(i) establish a record date for, duly call and give notice each shareholder of a meeting NewSub receives one common share of the holders Amalco for each common share of Xxxxx NewSub previously held;
(ii) each holder of Common Shares (other than NewSub) receives a non-voting redeemable, retractable preferred share of Amalco, redeemable and retractable at a price per share equal to the “Xxxxx Shareholder Meeting”Per Share Purchase Price and having a paid-up capital equal to the Per Share Purchase Price; and
(iii) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shares held by NewSub in the Company shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meetingcancelled.”
(c) The following is hereby added as a new Section 6.2(d) At the Closing, JS and the Direct Holder will deliver to the Buyer proxies in favour of the Merger AgreementBuyer's designees in respect of their Purchased Shares for the purposes of the Meeting, which provide that such shareholders vote in favor of the Amalgamation. Notwithstanding any other provision hereof, it shall be a condition to the Buyer's (and NewSub's) obligations hereunder that at the Closing the Buyer and the Parent be satisfied, acting reasonably, that:
(i) the Meeting shall be able to be held immediately following Closing;
(ii) the Buyer shall be entitled to vote all the Purchased Shares at the Meeting in favour of the Amalgamation;
(iii) the Amalgamation will be able to be implemented on the Closing Date on the terms contemplated above;
(iv) all aspects of the Amalgamation are conducted in accordance with, or pursuant to exemptions from, all applicable corporate and regulatory requirements, including Ontario Securities Commission Policy 9.1 ("Policy 9.1"); and
(v) all approvals to the implementation of Amalgamation are able to be obtained, whether pursuant to Policy 9.1 or otherwise (including, without limitations, any minority approvals which may be required pursuant to Policy 9.1).
(d) Unless otherwise agreed to by Mercury and Xxxxx, In connection with the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Lawproposed Amalgamation, the Mercury Organizational Documents parties hereto will take all such further action and to execute such further documentation as is necessary or desirable to carry out the Xxxxx LLC purposes and intentions of this Agreement, as applicable or to address any oral or written comments made by the SEC)mutatis mutandis.
Appears in 1 contract
Shareholder Meeting. (a) The first sentence Seller shall take all action necessary under all applicable laws to send the Proxy Statement and hold a shareholders' meeting to vote on the proposal to approve this Agreement and the other transactions contemplated by this Agreement (the "Shareholder Meeting"), whether or not at any time subsequent to the date hereof the Board of Section 6.2(a) Directors of the Merger Seller determines in compliance with Section 5.4 that it can no longer recommend to the Seller's shareholders that they vote in favor of approval of this Agreement is hereby amended and restated the other transactions contemplated by this Agreement, unless the Seller shall have terminated this Agreement pursuant to read and in accordance with Section 10.1(h) hereof and entered into an Alternative Agreement (as follows: “As defined in Section 10.1(h)). Subject to the Certificate of Incorporation and By-laws of the Seller, the Shareholder Meeting shall be held (on a date selected by the Seller and consented to by the Acquiror, which consent shall not be unreasonably withheld) as promptly as practicable following after the effectiveness date hereof. Subject to the terms of Section 5.14(c) hereof, the Seller shall use best efforts to solicit from its shareholders proxies in favor of the Form S-4 (subject approval of this Agreement and the other transactions contemplated by this Agreement. The Seller agrees to any extension reasonably necessary retain X. Xxxxxx & Co. to comply provide proxy solicitation services hereunder. The Seller shall call, notice, convene, hold, conduct and solicit all proxies in connection with, the Shareholder Meeting in compliance with all applicable Lawlegal requirements, including amending any disclosure document to be delivered to holders the Certificate of Xxxxx Common Shares or Mercury Common Stock in connection with Incorporation and By-laws of the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law Seller and the Mercury Organizational Documents, rules of the American Stock Exchange. The Seller may adjourn or postpone the Shareholder Meeting: (i) establish a record date for, duly call if and give notice to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Seller's shareholders in advance of a meeting of vote on this Agreement and the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and other transactions contemplated by this Agreement; (ii) if, as of the time for which the Shareholder Meeting is originally scheduled (as set forth in the Proxy Statement), there are insufficient Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholder Meeting; or (iii) if otherwise necessary to obtain shareholder approval. The Seller's obligation to call, give notice of, convene and hold the Mercury Shareholder MeetingMeeting in accordance with this Section 5.14(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Seller of any Acquisition Proposal (as defined in Section 5.4(b)).”
(b) The first sentence Unless the Board of Section 6.2(b) Directors of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness Seller shall have withheld, withdrawn, amended, modified or changed its recommendation of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC this Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock the other transactions contemplated by this Agreement in connection compliance with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, Section 5.14(c) hereof: (i) establish a record date for, duly call and give notice the Board of a meeting Directors of the holders Seller shall recommend that the Seller's shareholders vote in favor of Xxxxx Common Shares (and approve this Agreement and the “Xxxxx other transactions contemplated by this Agreement at the Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and ; (ii) convene the Proxy Statement shall include a statement to the effect that the Board of Directors of the Seller has unanimously recommended that the Seller's shareholders vote in favor of and hold approve this Agreement and the Xxxxx other transactions contemplated by this Agreement at the Shareholder Meeting; and (iii) neither the Board of Directors of the Seller nor any committee thereof shall withhold, withdraw, amend, modify, change or propose or resolve to withhold, withdraw, amend, modify or change, in each case in a manner adverse to the Acquiror, the recommendation of the Board of Directors of the Seller that the Seller's shareholders vote in favor of and approve this Agreement and the other transactions contemplated by this Agreement.”
(c) The following is hereby added as a new Section 6.2(d) Nothing in this Agreement shall prevent the Board of Directors of the Merger Agreement:
Seller from withholding, withdrawing, amending, modifying or changing its recommendation in favor of the approval of this Agreement and the other transactions contemplated by this Agreement if: (di) Unless otherwise agreed a Superior Proposal (as defined in Section 5.4(b)) is made to by Mercury the Seller and Xxxxxis not withdrawn; (ii) neither the Seller nor any of its representatives shall have violated the terms of Section 5.4 hereof; (iii) the Board of Directors of the Seller concludes in good faith, after consultation with its outside counsel, that, in light of such Superior Proposal, the Mercury withholding, withdrawal, amendment, modification or changing of such recommendation is required in order for the Board of Directors of the Seller to comply with its fiduciary obligations to the Seller's shareholders with respect to such Superior Proposal; (iv) this Agreement and the other transactions contemplated by this Agreement have not yet been approved by the Seller's shareholders at the Shareholder Meeting Meeting; and (v) concurrently with any such withholding, withdrawal, amendment, modification or changing of such recommendation, the Seller shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject have terminated this Agreement pursuant to any adjournment or postponement thereof and in accordance with Section 6.2(a))10.1(h) hereof, which new date, time entered into an Alternative Agreement and place shall be announced at paid the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 Termination Fee (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SECdefined below).
Appears in 1 contract
Shareholder Meeting. The Merger Agreement provides that the Company will take all action necessary in accordance with applicable law and its articles of incorporation and bylaws to convene a meeting of the Shareholders (athe "Company Shareholders' Meeting") as promptly as practicable after the Offer Completion Date to consider and vote upon the approval of the Merger Agreement. The first sentence Company Board will recommend such approval and the Company will take all lawful action to solicit such approval, including without limitation timely mailing any proxy statement; provided, however, that such recommendation or solicitation (but not such actions to convene the Company Shareholders' Meeting) is subject to any action, including any withdrawal or change of its recommendation, taken by, or upon authority of, the Company Board, as the case may be, in the exercise of its good faith judgment in conformity with the advice of outside counsel (notice of which will be promptly given to Parent and Purchaser) that such action is required in order to satisfy the fiduciary duties of the members of the Company Board to Shareholders imposed by law. Without limiting the generality or effect of any other provision of the Merger Agreement, the Company's obligations to convene the Company Shareholders' Meeting will not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Company Takeover Proposal (as defined below). The Merger Agreement also provides that, notwithstanding the above, in the event that Parent, Purchaser or any other subsidiary of Parent acquires at least 90% of the outstanding Shares pursuant to the Offer or otherwise, the parties hereto will take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 6.2(a302A.621 of the MBCA without a meeting of the Shareholders as soon as practicable after the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer. REPRESENTATIONS AND WARRANTIES. Pursuant to the Merger Agreement, the Company has made representations and warranties with respect to, among other things: (i) the organization, corporate powers and 21 qualifications of the Company and its subsidiaries, (ii) the corporate power and authority to enter into the Merger Agreement and, subject to obtaining any necessary shareholder approval of the Merger, to carry out its obligations thereunder; (iii) due authorization, execution and delivery of the Merger Agreement is hereby amended by the Company and restated to read as follows: “As promptly as practicable following consummation by the effectiveness Company of the Form S-4 (transactions contemplated thereby, subject to the approval of the Merger by the Company's Shareholders in accordance with Minnesota law; (iv) the capitalization of the Company and its significant subsidiaries; (v) the ownership of the subsidiaries; (vi) the absence of other interests and investments; (vii) the absence of conflicts between the Merger Agreement and the transactions contemplated thereby with any extension reasonably necessary to comply law, regulation, court order, judgment, decree, permit or license, agreements, contracts or other instruments and obligations; (viii) the absence of any required waivers, consents or approvals; (ix) the compliance of the Company and its subsidiaries with applicable Lawlaws, including amending those relating to the protection of the environment; (x) the accuracy of documents filed with the Commission; (xi) the absence of certain litigation; (xii) the absence of certain events since January 1, 1998, including that there has not been any disclosure document change in or effect on the business of the Company or other event or condition that has had or can reasonably be expected to be delivered have a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole (other than any change, effect, event or condition generally applicable to holders the industry in which the Company and its subsidiaries operate or changes in general economic conditions, except to the extent such changes, effects, events or conditions disproportionately affect the Company and its subsidiaries taken as a whole) or prevent or materially delay the Company's ability to consummate the transactions contemplated thereby (a "Company Material Adverse Effect"); (xiii) certain tax considerations; (xiv) patents, trademarks and other intellectual property; (xv) owned and leased real property; (xvi) the Company's adoption of Xxxxx Common Shares a plan to deal with year 2000 problems; (xvii) certain contractual obligations; (xviii) employee benefit plans; (xix) compliance with state takeover statutes; (xx) the vote required by Shareholders to approve the Merger Agreement; (xxi) the absence of brokerage or Mercury Common Stock finders fees or commissions payable in connection with the Amendment or otherwise acting Merger Agreement and the transactions contemplated thereby (other than with respect to address any oral or written comments made fees payable to SSB and Wit Capital Corporation); (xxii) the opinion from SSB; and (xxiii) the accuracy and completeness of the information supplied by the SEC)Company in connection with the Offer or other documents to be filed with the Commission in connection with the transactions contemplated by the Merger Agreement. Pursuant to the Merger Agreement, Mercury shallParent and Purchaser have made representations and warranties with respect to, in consultation with Xxxxx, in accordance with applicable Law and the Mercury Organizational Documents, among other things: (i) establish a record date forthe organization, duly call corporate powers and give notice qualifications of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, Parent and Purchaser; (ii) convene the corporate power and hold authority to execute the Mercury Shareholder Meeting.”
Merger Agreement and to consummate the transactions contemplated thereby; (biii) the absence of conflicts between the Merger Agreement and the transactions contemplated thereby with any law, regulation, court order, judgment, decree, permit or license, agreements, contracts or other instruments and obligations; (iv) the absence of brokerage or finders fees or commissions payable in connection with the Merger Agreement and the transactions contemplated thereby (other than with respect to the fees payable to Credit Suisse First Boston Corporation); (v) the accuracy of documents filed with the Commission; (vi) the availability of funds or borrowing capacity necessary for the transactions contemplated by the Merger Agreement; (vii) the absence of certain litigation; and (viii) the beneficial ownership by Parent or Purchaser of the Company's Shares. CONDUCT OF BUSINESS PENDING THE MERGER. The first sentence of Section 6.2(b) Company has agreed that during the period from the date of the Merger Agreement is hereby amended until the Effective Time, except as expressly provided for in the Merger Agreement, the Company will, and restated will cause its subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner conducted prior to read as follows: “As promptly as practicable following the effectiveness date of the Form S-4 (subject Merger Agreement and, to any extension reasonably necessary the extent consistent therewith, will use their reasonable efforts to comply preserve intact their current business organizations, use their reasonable efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them to the DLLCAend that their goodwill and ongoing businesses will be unimpaired at the Effective Time. The Company has further agreed that, without limiting the generality or effect of the foregoing, except as expressly provided by the Merger Agreement, during the period from the date of the 22 Merger Agreement to the Effective Time, the Xxxxx LLC Agreement Company will not and applicable Lawwill not permit any of its subsidiaries to, including amending any disclosure document to be delivered to holders without the consent of Xxxxx Common Shares Parent or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, Purchaser: (i) establish other than dividends and distributions (including liquidating distributions) by a record date for, duly call and give notice of a meeting direct or indirect wholly owned subsidiary of the holders Company to its parent, or by a subsidiary that is partially owned by the Company or any of Xxxxx Common Shares its subsidiaries, provided that the Company or any such subsidiary receives or is to receive its proportionate share thereof, (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (b) split, combine or reclassify any of its capital stock or issue or authorize the “Xxxxx Shareholder Meeting”issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (c) at which meeting Xxxxx shall seek purchase, redeem or otherwise acquire any shares of capital stock of the Required Xxxxx VoteCompany or any of its Subsidiaries or any other securities thereof or any rights, which record date shall be no later than ten (10) days after warrants or options to acquire any such shares of other securities provided that nothing therein stated will limit the date on which Company's right to cancel the Form S-4 is declared effective under Options in exchange for the Securities Act, and Option Consideration; (ii) convene and hold issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities except for the Xxxxx Shareholder Meeting.”
issuance of Shares pursuant to the exercise of Options that are outstanding on February 8, 1999, or pursuant to the Directors' Retainer Stock Deferral Plan or the 1994 Employee Stock Purchase Plan (c) The following is hereby added as a new Section 6.2(d) to the extent Shares have been paid for with payroll deductions at or prior to the date of the Merger Agreement:
), provided that nothing therein stated will limit the Company's right to cancel the Options in exchange for the Option Consideration; (diii) Unless amend its articles of incorporation, bylaws or other comparable organizational documents; (iv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, limited liability company, partnership, joint venture, association or other business organization or division thereof; (v) sell, lease, license, mortgage or otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (encumber or subject to any adjournment lien or postponement thereof otherwise dispose of any of its properties or assets, other than (a) in accordance the ordinary course of business consistent with Section 6.2(a))past practice and (b) sales of assets which do not individually or in the aggregate exceed $5.0 million; (vi) (a) incur any indebtedness for borrowed money (other than indebtedness of the Company to any subsidiary of the Company or of any subsidiary of the Company to the Company or to any other subsidiary of the Company) or guarantee any such indebtedness of another person, other than the Company or a subsidiary of the Company, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, other than the Company or a subsidiary of the Company, enter into any "keep well" or other agreement to maintain any financial statement condition of another person other than the Company or a subsidiary of the Company or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowings incurred in the ordinary course of business consistent with past practice, or (b) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any subsidiary of the Company or any of its subsidiaries or to officers and employees of the Company or any of its subsidiaries for travel, business or relocation expenses in the ordinary course of business; (vii) make or agree to make any capital expenditure or capital expenditures other than capital expenditures set forth in the operating budget of the Company previously furnished to Parent and additional capital expenditures not to exceed $5.0 million in the aggregate; (viii) make any change to its accounting methods, principles or practices, except as may be required by generally accepted accounting principles; (ix) except as required by law or contemplated by the Merger Agreement, enter into, adopt or amend in any material respect or terminate any Company Stock Option Plan or any other agreement, plan or policy involving the Company or any of its subsidiaries and one or more of their directors, officers or employees, or materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company pension plans, or change the manner in which new datecontributions to any Company pension plans are made or the basis on which such contributions are determined; (x) increase the compensation of any director, time and place shall be announced at certain executive officers or, except in the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any ordinary course of business, shall be adjourned until 9:00 a.m. eastern time any other key employee of the Company or pay any benefit or amount not required by a plan or arrangement as in effect on October 6, 2014 (subject the date of the Merger Agreement to any adjournment such person; (xi) enter into or postponement thereof amend in accordance with Section 6.2(b))any material respect, which new dateany material contract or any contract or agreement, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by written, with any affiliate, associate or relative of the SEC).Company (other than the Company or any 23
Appears in 1 contract
Samples: Offer to Purchase (Federated Department Stores Inc /De/)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of Following the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably First Closing Date, Xxxxxx shall take all action necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law law, Xxxxxx'x certificate of incorporation and the Mercury Organizational Documentsbylaws, (i) establish a record date foreach as amended to date, duly call and all contracts binding on Xxxxxx to give timely notice of a the annual meeting of its shareholders that first follows the First Closing Date (the "Shareholder Meeting"). Subject to the fiduciary duty of Xxxxxx'x directors and applicable law, Xxxxxx shall use its reasonable best efforts to solicit from the holders of Xxxxxx'x Voting Securities proxies in favor of the adoption and approval of the Transactions Requiring Shareholder Approval, and at the Shareholder Meeting shall do so first before considering any other proposals, and shall take all other action necessary to secure the approval of the holders of Mercury Xxxxxx'x Voting Common Stock Securities (by vote or consent) required by applicable law, Xxxxxx'x certificate of incorporation and bylaws, each as amended to date, and all contracts binding on Xxxxxx. The Proxy Statement shall contain the “Mercury affirmative recommendation of the board of directors of Xxxxxx in favor of the adoption of a resolution approving the Transactions Requiring Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury VoteApproval; provided, which record date however, no director or officer of Xxxxxx shall be required to violate any fiduciary duty or other requirement imposed by applicable law in connection therewith. In accordance with Xxxxxx'x bylaws and applicable law, Xxxxxx shall as promptly as is reasonably practicable, but no later than ten September 30, 2004; provided, however, that, if Xxxxxx receives comments from the SEC on the Proxy Statement, Xxxxxx may extend such date to October 31, 2004 (10) days after the date on which "Outside Meeting Date"), convene the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.”
. If (a) Xxxxxx does not convene the Shareholder Meeting on or before by the Outside Meeting Date or (b) The first sentence of Section 6.2(b) of Xxxxxx does convene the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made Shareholder Meeting by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and Outside Meeting Date but does not secure Shareholder Approval by the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder Meeting.”
Outside Meeting Date or (c) The following is hereby added as a new Section 6.2(d) anytime prior to Shareholder Approval, proxies subject to the Voting Agreement represent less than two-thirds of the Merger issued and outstanding Voting Securities of Xxxxxx, then the Purchaser may, but shall not be required to, terminate this Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting . The effects of such termination shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof set forth in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment9.2.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 1 contract
Shareholder Meeting. (a) The first sentence Borrower shall use its best efforts to call and hold a Shareholder Meeting by no later than the Shareholder Approval Outside Date for the purpose of Section 6.2(aobtaining the Shareholder Approval in order to perform the Borrower’s obligations under this Agreement with respect to the issuance of Shares to the Lender.
(b) of The Borrower shall, and the Merger Agreement is hereby amended other Credit Parties shall cause the Borrower to: (i) do all things that may be required in order to obtain all consents and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably approvals that are necessary to comply with applicable Lawperform the Borrower’s obligations under this Agreement, including amending the issuance of Shares to the Lender, and (ii) use its best efforts to pursue and obtain Shareholder Approval, if required by Securities Laws, for the issuance of Tradable Shares to the Lender pursuant to this Agreement and the transactions contemplated hereby.
(c) In the case of any disclosure document Shareholder Approval, such best efforts shall include the following: (i) preparing and dispatching a proxy, notice of meeting and explanatory information or similar communication to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, shareholders in accordance with applicable Law Securities Laws (collectively, the “Meeting Materials”) and using its best efforts to ensure that the Mercury Organizational DocumentsBorrower’s Board of Directors (other than any director nominated by the Lender) unanimously recommends the approval and adoption of the Shareholder Approval and that such recommendation is included in the Meeting Materials; (ii) including in the Meeting Materials for the Shareholder Approval an approval for the issuance of Shares to the Lender; (iii) giving the Lender a reasonable opportunity to review and comment on an advanced draft of the Meeting Materials and consult in good faith with the Lender in relation to any comments the Lender may have on the Meeting Materials, provided that all information relating solely to the Lender included in the Meeting Materials must be in a form satisfactory to the Lender; (iv) taking all lawful actions to solicit and encourage Shareholder Approval; (v) pursuing and obtaining voting agreements, proxies or other similar Instruments from the management and directors of the Borrower (other than any director nominated by the Lender) with respect to supporting the adoption and approval of the Shareholder Approval and voting their Shares (and all Shares owned or controlled by an Affiliate of such director) in favour of the resolution for the Shareholder Approval; (vi) including a statement in the Meeting Materials stating that the directors (other than any director nominated by the Lender) intend to vote their Shares (and all Shares owned or controlled by an Affiliate of such director) in favour of the resolution for the Shareholder Approval; and (vii) calling and holding a Shareholder Meeting, including Shareholder Approval on the agenda for the Shareholder Meeting, and taking all lawful actions to encourage adoption of the Shareholder Approval at such Shareholder Meeting.
(d) The Borrower shall use its best efforts to resolve the Existing Regulatory Inquiry as promptly as possible consistent with the disclosure by the Borrower in its Quarterly Report on Form 10-Q filed October 28, 2013 under Part II, Item 1A, “Risk Factors—We have received Comment Letters from the Staff of the SEC which may require us to restate our historical financial statements”, and in any event, the Borrower shall have either (i) establish a record date for, duly call and give notice of a meeting cleared the Existing Regulatory Inquiry with the staff of the holders of Mercury Voting Common Stock Securities and Exchange Commission, or (the “Mercury Shareholder Meeting”ii) at which meeting Mercury shall seek the Required Mercury Votepublicly announced its intention to restate its historical financial statements, which record date shall be by no later than ten (10) days after the date on which the Form S-4 is declared effective under Borrower transmits the Securities Act, and (ii) convene and hold Meeting Materials to the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) shareholders of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder MeetingBorrower.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
Appears in 1 contract
Shareholder Meeting. (a) The first sentence Unless this Agreement has been terminated in accordance with its terms, the Acquired Fund shall call and hold a meeting of Section 6.2(a) its shareholders to consider and act upon this Agreement and to take such other action under applicable federal and state law to obtain approval of the Merger transactions contemplated herein (“Acquired Fund Shareholder Approval”). Unless this Agreement is hereby amended has been terminated in accordance with its terms, the Acquiring Fund has called or shall call and restated hold a meeting of its shareholders to read consider and act upon and to take such other action under applicable federal and state law to obtain approval of the issuance of Acquiring Fund shares in connection with the Reorganization (“Acquiring Fund Shareholder Approval”). The Acquired Fund and the Acquiring Fund shall use commercially reasonable efforts to hold the respective shareholder meetings as follows: “As promptly soon as practicable following and advisable after the date of the effectiveness of the Form S-4 Registration Statement filing.
(subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shallb) The Acquired Fund, in consultation with Xxxxxthe Acquiring Fund, in accordance with applicable Law and the Mercury Organizational Documents, shall (i) establish use reasonable best efforts to set a record date forfor persons entitled to notice of, duly call and give notice of a to vote at, the shareholder meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities ActAcquired Fund, and (ii) convene and hold the Mercury Shareholder Meeting.”
(b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated use reasonable best efforts to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to ensure that such record date not be delivered to holders of Xxxxx Common Shares changed or Mercury Common Stock in connection with the Amendment such shareholder meeting be adjourned or otherwise acting to address any oral postponed or delayed (unless the Acquiring Fund’s prior written comments made by the SECconsent has been provided), Xxxxx shall. The Acquiring Fund, in consultation with Mercurythe Acquired Fund, in accordance with applicable Law and the Xxxxx LLC Agreement, shall (iA) establish use reasonable best efforts to set a record date forfor persons entitled to notice of, duly call and give notice of a to vote at, the shareholder meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities ActAcquiring Fund, and (iiB) convene and hold the Xxxxx Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed use reasonable best efforts to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall ensure that such record date not be convened on August 20, 2014, and, without conducting any business, shall changed or such shareholder meeting be adjourned until 11:00 a.m. eastern time on October 6, 2014 or otherwise postponed or delayed (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at unless the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or Acquired Fund’s prior written comments made by the SECconsent has been provided).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (KKR Income Opportunities Fund)
Shareholder Meeting. (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly soon as practicable following after the effectiveness of SEC confirms that it has no further comments on the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, in accordance with applicable Law Schedule 13E−3 and the Mercury Organizational DocumentsProxy Statement, the Company shall (i) establish a record date forfor determining shareholders of the Company entitled to vote at the Shareholder Meeting (the “Record Date”) and shall not change such Record Date or establish a different record date for the Shareholder Meeting without the prior written consent of Parent, duly call unless required to do so by applicable Laws or the Company Governing Documents and give notice in the event that the date of the Shareholder Meeting as originally called is for any reason adjourned or postponed or otherwise delayed, the Company agrees that unless Parent shall have otherwise approved in writing or as required by applicable Laws or stock exchange requirement, the Company shall, if possible, implement such adjournment or postponement or other delay in such a meeting of way that the Company does not need to establish a new Record Date for the Shareholder Meeting, as so adjourned, postponed or delayed, (ii) mail or cause to be mailed the Proxy Statement to the holders of Mercury Voting Common Stock Shares, including Shares represented by ADSs, as of the Record Date, for the purpose of voting upon the authorization and approval of this Agreement, the Plan of Merger and the Transactions and (iii) instruct the Depositary to (A) fix the Record Date as the record date for determining the holders of ADSs who shall be entitled to give instructions for the exercise of the voting rights pertaining to the Shares represented by ADSs (the “Mercury Record ADS Holders”), (B) provide all proxy solicitation materials to all Record ADS Holders and (C) vote all Shares represented by ADSs in accordance with the instructions of such corresponding Record ADS Holders. Subject to Section 6.4(b), without the prior written consent of Parent, the authorization and approval of this Agreement, the Plan of Merger and the Transactions, are the only matters (other than procedural matters) that shall be proposed to be voted upon by the shareholders of the Company at the Shareholder Meeting”.
(b) at which meeting Mercury Subject to Section 6.2, (i) the Company Board shall seek recommend to holders of the Required Mercury VoteShares that they authorize and approve this Agreement, which record date the Plan of Merger and the Transactions, and shall be no later than ten (10) days after include such recommendation in the date on which the Form S-4 is declared effective under the Securities Act, Proxy Statement and (ii) the Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the authorization and approval of this Agreement, the Plan of Merger and the Transactions and shall take all other action necessary or advisable to secure the Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, unless this Agreement is validly terminated in accordance with Section 9.1 or except as provided in Section 6.2, (x) the Company’s obligations pursuant to this Section 6.4 shall not be limited or otherwise affected by the commencement, public proposal, public disclosure or communication to the Company or any other Person of any Competing Proposal, and (y) the Company’s obligations pursuant to this Section 6.4 (other than this Section 6.4(b)) shall not be limited or otherwise affected by any Adverse Recommendation Change.
(c) Notwithstanding Section 6.4(b), after consultation in good faith with Parent, the Company may recommend the adjournment of the Shareholder Meeting to its shareholders (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to the holders of Shares within a reasonable amount of time in advance of the Shareholder Meeting, (ii) as otherwise required by applicable Law, (iii) if as of the time for which the Shareholder Meeting is scheduled as set forth in the Proxy Statement, there are insufficient Shares represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Shareholder Meeting or (iv) if an Intervening Event has occurred and the Company Board (acting upon the recommendation of the Special Committee) or the Special Committee determines, in its good faith judgment upon advice by outside legal counsel engaged by the Special Committee, that the failure to take such action would reasonably be expected to violate its fiduciary duties under applicable Law. If the Shareholder Meeting is adjourned, the Company shall convene and hold the Mercury Shareholder MeetingMeeting as soon as reasonably practicable thereafter, subject to the immediately preceding sentence; provided that the Company shall not recommend to its shareholders the adjournment of the Shareholder Meeting to a date that is less than five (5) business days prior to the Outside Date.”
(bd) The first sentence of Section 6.2(b) of Company shall hold the Merger Agreement is hereby amended and restated to read Shareholder Meeting as follows: “As promptly as practicable following the effectiveness mailing of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, Proxy Statement in accordance with the Company Governing Documents and applicable Law and Laws. Parent may request that the Xxxxx LLC AgreementCompany adjourn or postpone the Shareholder Meeting for up to sixty (60) days (but in any event no later than fifteen (15) business days prior to the Outside Date), (i) establish a record date for, duly call and give notice of a meeting if as of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date shall be no later than ten (10) days after the date on time for which the Form S-4 Shareholder Meeting is declared effective under originally scheduled (as set forth in the Securities ActProxy Statement) there are insufficient Shares represented (either in person or by proxy) (A) to constitute a quorum necessary to conduct the business of the Shareholder Meeting or (B) voting in favor of approval of this Agreement and the Transactions to obtain the Shareholder Approval, and or (ii) convene in order to allow reasonable additional time for (A) the filing and hold mailing of, at the Xxxxx reasonable request of Parent, any supplemental or amended disclosure and (B) such supplemental or amended disclosure to be disseminated and reviewed by the Company’s shareholders prior to the Shareholder Meeting.”
(c) The following is hereby added as a new Section 6.2(d) of , in which event the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and XxxxxCompany shall, in each case, cause the Mercury Shareholder Meeting shall to be convened on August 20, 2014, and, without conducting any business, shall be postponed or adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournmentParent’s request.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
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Samples: Merger Agreement (eLong, Inc.)
Shareholder Meeting. (a) The first sentence Bridge shall duly take all lawful action necessary to call, give notice of, convene and hold a meeting of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read its shareholders as follows: “As promptly as practicable and in any event no later than 45 days following the effectiveness date upon which the Registration Statement becomes effective (the “Special Meeting”) for the purpose of voting upon the Form S-4 (subject to any extension reasonably necessary to comply with applicable Lawapproval of this Agreement and, including amending any disclosure document to be delivered to holders unless the Bridge Board of Xxxxx Common Shares or Mercury Common Stock Directors has effected a Change in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with Xxxxx, Bridge Recommendation in accordance with applicable Law Section 6.3(b), shall use its reasonable best efforts to solicit proxies for the adoption of this Agreement by such shareholders; provided, that nothing herein shall prevent Bridge from postponing or adjourning the Special Meeting if (x) a quorum is not present at the Special Meeting and Bridge during the Mercury Organizational Documentsperiod of such postponement or adjournment is using its reasonable best efforts to obtain a quorum, (iy) establish a record date forBridge is so required by applicable Laws, duly call and or (z) Bridge’s Board of Directors shall have determined in good faith (after consultation with outside legal counsel) that it is necessary to postpone or adjourn the Special Meeting, including in order to give notice shareholders of a meeting Bridge sufficient time to evaluate any information or disclosure that Bridge has sent to its shareholders or otherwise made available to its shareholders. The Board of Directors of Bridge shall recommend adoption of this Agreement by the holders shareholders of Mercury Voting Common Stock Bridge (the “Mercury Shareholder MeetingBridge Recommendation”) at which meeting Mercury in the Proxy Materials and shall seek not directly or indirectly withdraw, modify or qualify in any manner adverse to WAL such recommendation (any such action being referred to as a “Change in Bridge Recommendation”), except as and to the Required Mercury Voteextent expressly permitted by Section 6.3(b). Notwithstanding any Change in Bridge Recommendation, which record date unless this Agreement has been terminated in accordance with its terms (including pursuant to Section 8.1(e) hereof) prior to the Special Meeting, this Agreement shall be no later than ten submitted to the shareholders of Bridge at the Special Meeting for the purpose of voting on the adoption of this Agreement and nothing contained herein shall be deemed to relieve Bridge of such obligation; provided, however, that if the Board of Directors of Bridge shall have effected a Change in Bridge Recommendation, then the Board of Directors of Bridge may submit this Agreement to Bridge’s shareholders with a neutral or negative recommendation (10) days after although the resolutions adopting this Agreement as of the date on hereof may not be rescinded or amended), in which event the Form S-4 is declared effective under Board of Directors of Bridge may communicate the Securities Act, basis for such recommendation to Bridge’s shareholders in the Proxy Materials and (ii) convene and hold the Mercury Shareholder MeetingRegistration Statement or an appropriate amendment or supplement thereto or other document to the extent required by applicable Law.”
(b) The first sentence Notwithstanding the foregoing, prior to the date of the Special Meeting, Bridge and its Board of Directors shall be permitted to effect a Change in Bridge Recommendation if and only to the extent that:
(i) its Board of Directors, after consultation with its outside counsel, determines in good faith that failure to take such action would or would be reasonably likely to result in a violation of its fiduciary duties under applicable Law, and
(ii) if Bridge’s Board of Directors intends to effect a Change in Bridge Recommendation following and as a result of a Competing Proposal, it has complied in all material respects with Section 6.12, and:
(A) such Competing Proposal did not result from any solicitation in violation of Section 6.2(b) 6.12 and Bridge’s Board of Directors has concluded in good faith that such Competing Proposal constitutes a Superior Competing Transaction after considering all of the Merger Agreement is hereby amended amendments and restated adjustments offered by WAL pursuant to read as follows: clause (C) below in a manner that would form a binding contract if accepted by Bridge,
(B) Bridge has notified WAL in writing, at least three (3) Business Days in advance, of its intention to effect a Change in Bridge Recommendation (such three-day period, the “As promptly as practicable following Notice Period”), specifying the effectiveness material terms and conditions of any such Superior Competing Transaction (including the identity of the Form S-4 party making such Superior Competing Transaction) and furnishing to WAL a copy of the relevant proposed transaction agreements with the party making such Superior Competing Transaction, and all other material documents, and
(subject C) during the Notice Period, and in any event, prior to effecting such a Change in Bridge Recommendation, Bridge has negotiated, and has caused its financial and legal advisors to negotiate, with WAL in good faith (to the extent WAL desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that such Competing Proposal ceases to constitute a Superior Competing Transaction. In the event of any extension reasonably necessary material revisions to the Superior Competing Transaction, Bridge shall be required to deliver a new written notice to WAL and to again comply with the DLLCArequirements of this Section 6.3(b) with respect to such new written notice, except that the Xxxxx LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of Xxxxx Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Xxxxx shall, in consultation with Mercury, in accordance with applicable Law and the Xxxxx LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of Xxxxx Common Shares (the “Xxxxx Shareholder Meeting”) at which meeting Xxxxx shall seek the Required Xxxxx Vote, which record date Notice Period shall be no later than ten reduced to two (102) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Xxxxx Shareholder MeetingBusiness Days.”
(c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement:
(d) Unless otherwise agreed to by Mercury and Xxxxx, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and Xxxxx, the Xxxxx Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the Xxxxx Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and Xxxxx, the record date for the Mercury Shareholder Meeting and the Xxxxx Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the Xxxxx LLC Agreement, as applicable or to address any oral or written comments made by the SEC).
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