Shareholders Meeting; Proxy Materials Sample Clauses
The 'Shareholders Meeting; Proxy Materials' clause outlines the procedures and requirements for convening meetings of a company's shareholders and distributing the necessary information and documents (proxy materials) to them in advance. Typically, this clause specifies how and when notice of the meeting must be given, what information must be included in the proxy materials, and the manner in which shareholders can vote, either in person or by proxy. Its core practical function is to ensure that all shareholders are adequately informed and able to participate in corporate governance decisions, thereby promoting transparency and compliance with legal requirements.
Shareholders Meeting; Proxy Materials. (a) As soon as practicable after the date hereof, the Company shall take all action necessary in accordance with the Existing Articles, the Existing Regulations, the rules and regulations of the AMEX, and applicable Law to duly call, give notice of, convene and hold a meeting of its shareholders (the "Shareholders Meeting") to obtain the approval of the Company's shareholders of all matters required under applicable law to be approved by shareholders in connection with the transactions contemplated by this Agreement and the Transaction Documents. The Board shall (i) recommend to the Company's shareholders that they vote in favor of each of the following proposals: (A) the transactions contemplated by this Agreement and the other Transaction Documents, (B) the Amended Articles, (C) the Amended Regulations and (D) the election of the representatives designated by Purchaser to the Board (collectively, the "Shareholder Proposals"), (ii) use its best efforts to solicit from the Company's shareholders proxies in favor of the Shareholder Proposals and (iii) take all other action reasonably necessary to secure the approval of the Shareholder Proposals by the Company's shareholders.
(b) As soon as practicable after the date hereof, the Company shall take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to (i) prepare and file with the SEC, no later than five (5) days after the date of the execution hereof, any documents or materials, including, but not limited to, the preliminary Proxy Materials, pertaining to the Shareholders Meeting and the Shareholders Proposals and (ii) have the Proxy Materials cleared by the SEC (including with respect to clauses (i) and (ii) above by consulting with Purchaser and responding promptly to any comments thereto received from the SEC). The Proxy Materials shall contain the recommendation of the Board that the shareholders of the Company vote in favor of the Shareholders Proposals. The Company shall notify Purchaser promptly upon the receipt of any comments on, or any requests for amendments or supplements to, the Proxy Materials by the SEC, and the Company shall provide Purchaser with copies of all written correspondence between the Company and its representatives, on the one hand, and the SEC or members of its staff, on the other hand, with respect to the Proxy Materials. The Company, after consultation with Purchaser, shall use its best efforts to respond promptly to an...
Shareholders Meeting; Proxy Materials. Buyer agrees that it will promptly provide the Company with all information concerning Buyer and Newco necessary or appropriate to be included in all preliminary proxy statements referred to in Section 6.2(b) hereof and the Company Proxy Statement. Buyer agrees to promptly advise the Company if at any time prior to the Special Meeting any information provided by it or Newco in any preliminary proxy statement referred to in Section 6.2(b) hereof or the Company Proxy Statement is or becomes incorrect or incomplete in any material respect and to provide the Company with the information needed to correct such inaccuracy or omission. Buyer will promptly furnish the Company with such supplemental information as may be necessary in order to cause the Company Proxy Statement, insofar as it relates to Buyer, Newco and all other direct or indirect subsidiaries of Buyer, to comply with applicable law after the mailing thereof to the shareholders of the Company.