Shareholders' Meeting; Proxy Material. (a) Subject to the last sentence of this Section 5.3(a), the Company shall, in accordance with applicable law and the Articles of Incorporation and the by-laws of the Company duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as promptly as practicable after the date hereof for the purpose of considering and taking action upon this Agreement and the Merger. The Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders (the "Company Recommendation"); provided that the Board of Directors of the Company may withdraw, modify or change such recommendation if but only if (i) it believes in good faith, based on such matters as it deems relevant, including the advice of the Company's financial advisors, that a Superior Proposal (as defined in Section 5.5(b) hereof) has been made and (ii) it has determined in good faith, based on the advice of outside counsel and after taking into account the provisions of IBCA ss.490.1108, that the failure to withdraw, modify or change such recommendation is reasonably likely to result in a breach of the fiduciary duties of the Board of Directors of the Company under applicable law. The Company may, if it receives an unsolicited Acquisition Proposal (as defined in Section 5.5(b) hereof) delay the mailing of the Proxy Statement or the holding of the Special Meeting, in each case for such reasonable period as would provide a reasonable opportunity for the Company's Board of Directors to consider such Acquisition Proposal and to determine the effect, if any, on its recommendation in favor of the Merger.
Shareholders' Meeting; Proxy Material. Viking shall cause a meeting of its shareholders to be duly called and held as soon as reasonably practicable or shall seek the written consent of its shareholders following the approval by Giga-tronics of the Information Materials to be distributed to the Viking shareholders for the purpose of voting on (or in the case of a written consent, consenting to) the approval and adoption of this Agreement and the Merger. The Board of Directors of Viking shall, subject to their fiduciary duties, recommend approval and adoption of this Agreement and the Merger by Viking's shareholders. In connection with such meeting or seeking of written consent, Viking:
Shareholders' Meeting; Proxy Material. (a) Subject to Section 5.4(c), the Company shall, acting through the Company Board and in accordance with Applicable Law and the Company Articles and the Company Bylaws, use its reasonable best efforts to duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as promptly as practicable after the date hereof for the purpose of considering and taking action upon this Agreement, including the Merger, and shall use its reasonable best efforts to solicit proxies in favor of approval of this Agreement and the transactions contemplated hereby, including the Merger. Without limiting the generality of the foregoing, the Company's obligations pursuant to the first sentence of this Section 5.2(a) shall not be affected by (i) a Change in Recommendation permitted by Section 5.4(c) or (ii) the commencement, public announcement, disclosure or other communication to the Special Committee or the Company Board of any Acquisition Proposal or any intention (whether or not conditional) with respect to any potential or future Acquisition Proposal, unless, in the case of clause (i), this Agreement is terminated pursuant to Section 7.1(e), or, in the case of clause (ii), this Agreement is terminated pursuant to Section 7.1(h).
Shareholders' Meeting; Proxy Material. (a) As soon as practicable following the date of this Agreement, Buyer and the Company shall prepare and the Company shall file with the SEC the Company Proxy Statement and Buyer and the Company shall prepare and Buyer shall file with the SEC the Form S-4, in which the Company Proxy Statement will be included as a prospectus. Each of the Company and Buyer shall use all reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use all reasonable efforts to cause the Company Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Buyer shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of Buyer Common Stock in the Merger and the Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be reasonably requested in connection with any such action and the preparation, filing and distribution of the Company Proxy Statement. No filing of, or amendment or supplement to, or correspondence to the SEC or its staff with respect to, the Form S-4 will be made by Buyer, or the Company Proxy Statement will be made by the Company, without providing the other party a reasonable opportunity to review and comment thereon. Buyer will advise the Company, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any
Shareholders' Meeting; Proxy Material. If required ------------------------------------- under the Georgia Law, the Company shall cause a meeting of its shareholders (the "Company Shareholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Board of Directors of the Company, subject to their fiduciary duties as advised by counsel, will (a) recommend approval and adoption of this Agreement by the Company's shareholders in accordance with Section 1.02 hereof and (b) use its best efforts to obtain the necessary approval by the Company's shareholders of this Agreement and the transactions contemplated hereby. In connection with such meeting, the Company will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its shareholders a proxy statement and all other proxy materials for such meeting (the "Company Proxy Statement") and will otherwise comply with all legal requirements applicable to such meeting.
Shareholders' Meeting; Proxy Material. (a) The Company shall use reasonable best efforts to cause a special meeting of its shareholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement. The Board of Directors of the Company shall recommend approval of this Agreement by the shareholders of the Company, unless the Board of Directors of the Company, after consulting with its legal and financial advisors, determines that to do so would result in a breach of the fiduciary duties of the Board of Directors of the Company under applicable law.
Shareholders' Meeting; Proxy Material. (a) The Company shall cause a meeting of its shareholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the adoption of this Agreement (the "Company Shareholder Meeting"). The Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholders. The Company shall use its best efforts consistent with applicable legal requirements to solicit proxies in connection with the Company Shareholder Meeting called pursuant to this Section 4.2(a) and shall solicit such proxies in favor of such approval and adoption and take all other action reasonably necessary to attempt to secure the shareholder approval required to effect the Merger under applicable law.
Shareholders' Meeting; Proxy Material. (a) The Company shall cause a special meeting of its shareholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of voting on the approval of this Agreement and the related Plan of Merger. The Board of Directors of the Company shall recommend approval of this Agreement and the related Plan of Merger by the shareholders of the Company, unless the Board of Directors of the Company, in the good-faith exercise of its fiduciary duties, shall determine that such recommendation should not be made.
Shareholders' Meeting; Proxy Material. Microsource will mail to its shareholders the Joint Proxy Statement/Prospectus and cause a meeting of its shareholders to be duly called and held as soon as reasonably practicable or will seek the written consent of its shareholders for the purpose of voting on (or in the case of a written consent, consenting to) the approval and adoption of this Agreement and the Merger. The Board of Directors of Microsource will, subject to their fiduciary duties, recommend approval and adoption of this Agreement and the Merger by Microsource's shareholders. In connection with such meeting or seeking of written consent, Microsource:
Shareholders' Meeting; Proxy Material. Xxxxxxx shall cause a special meeting of its shareholders to be duly called and held as soon as reasonably practicable after the execution of this Agreement for the purpose of (i) voting on an amendment to the Articles of Incorporation of Xxxxxxx in the form of Exhibit C providing that Xxxxxxx shall not be subject to Section 302A.671 of the MBCA governing control share acquisitions, and (ii) voting on the approval of the Plan of Merger (such matters hereinafter called the "Agenda Items"). Xxxxxxx shall use reasonable efforts to solicit proxies in connection with the meeting of shareholders called pursuant to this Section 4.02 and, except to the extent otherwise required by the fiduciary obligations of the Board of Directors under applicable law, Xxxxxxx shall solicit such proxies in favor of the Agenda Items. The Board of Directors of Xxxxxxx shall, except to the extent otherwise required by their fiduciary obligations under applicable law, recommend approval of the Plan of Merger by the shareholders of Xxxxxxx. None of the information included in any statement furnished to the shareholders of Xxxxxxx in connection with the solicitation of proxies at the meeting of shareholders referred to above (the "Statement") (excluding information furnished by Buyer or its representatives about Buyer and its affiliates expressly for inclusion therein) will, at the time the Statement is mailed, be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or, at the time of the meeting of shareholders to which the Statement relates or at the Effective Time, as then amended or supplemented, necessary to correct any statement that has become false or misleading in any earlier communication with respect to the solicitation of any proxy for such meeting.
