Shareholders Meeting; Proxy Statement. (a) The Company, acting through the Board of Directors, shall:
Shareholders Meeting; Proxy Statement. (a) In accordance with any applicable Law, the Company's Sixth Amended and Restated Certificate of Incorporation ("Restated Certificate") and Second Amended and Restated Bylaws ("Restated Bylaws"), the Company shall call and hold a meeting of its shareholders as promptly as reasonably practicable after the date hereof for the purpose of voting upon the approval and adoption of this Agreement and the transactions contemplated hereby (the "Company Shareholders' Meeting"), and the Company shall use its reasonable best efforts to hold such shareholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement is cleared by the SEC. The Board of Directors shall submit this Agreement to the stockholders of the Company for approval and adoption whether or not the Board of Directors at any time changes or modifies its recommendation in favor of the Merger and this Agreement in compliance with this Agreement. The Company shall use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of the Company required by the DGCL and the Restated Certificate and Restated Bylaws to approve and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, the Company agrees that its obligation to duly call, give notice of, convene and hold the Company Shareholders' Meeting, as required by this Section 6.02(a), shall not be affected by the withdrawal, amendment or modification of the recommendation of the Board of Directors in favor of the Merger and this Agreement. Except as permitted by and in accordance with the provisions of Section 5.02, neither the Board of Directors nor the Special Committee may withdraw or modify in a manner adverse to Parent or Merger Sub its approval or recommendation of this Agreement or the Merger or state publicly its intent to do so, or approve or recommend any Acquisition Proposal to the shareholders of the Company or state publicly its intent to do so, or resolve to take any of the foregoing actions.
Shareholders Meeting; Proxy Statement. (a) Subject to the Company’s rights under Section 7.1(c)(ii), the Company, acting through its Board of Directors, shall, in accordance with applicable law:
Shareholders Meeting; Proxy Statement. The Sellers shall:
Shareholders Meeting; Proxy Statement. (a) As promptly as practicable after the date hereof, the Company shall prepare the Proxy Statement, and the Company shall prepare and file with the SEC, and the Purchasers shall cooperate with the Company in such preparation and filing, the Schedule 14A in which the Proxy Statement shall be included. The Company will use its reasonable best efforts, after consultation with the Purchasers, to respond promptly to any comments made by the SEC with respect to the Schedule 14A or the Proxy Statement and use its reasonable best efforts to cause the Proxy Statement to be cleared by the SEC, as promptly as practicable following such filing. The Company will use its reasonable best efforts to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders as promptly as practicable after the Proxy Statement is cleared by the SEC. The Company shall include in the Proxy Statement the recommendation of the Board and the Special Committee that shareholders of the Company approve the Second Tranche Transactions, unless such recommendation has been withdrawn or modified as permitted by Section 6.13.
Shareholders Meeting; Proxy Statement. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law:
Shareholders Meeting; Proxy Statement. Section 6.03. Public Announcements Section 6.04. Approvals and Consents; Reasonable Best Efforts; Cooperation Section 6.05. Indemnification Section 6.06. Supplemental Disclosure
Shareholders Meeting; Proxy Statement. (a) The Company will, as promptly as practicable following the acceptance for payment of Shares by Merger Sub pursuant to the Offer, take, in accordance with applicable law and its Certificate of Incorporation and By-laws, all action necessary to convene a special meeting of
Shareholders Meeting; Proxy Statement. (a) As promptly as practicable after the date hereof, the Company shall prepare the Proxy Statement (as defined below). The Company will use its best efforts, after consultation with MergerCo, to respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company will use its best efforts to cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders as promptly as practicable after it has been approved by the SEC. The Company shall include in the Proxy Statement the recommendation of the Board of Directors that shareholders of the Company approve and adopt this Agreement and the transactions contemplated hereby.
Shareholders Meeting; Proxy Statement. 8.3.1 Promptly following the date hereof, Rudy's will prepare and file with the SEC a proxy statement (the "Proxy Statement") for a special meeting of the shareholders of Rudy's to be held pursuant to Section 8.3.2. The Proxy Statement shall contain all information required by Schedule 14A promulgated under the Exchange Act. Benihana will cooperate with Rudy's in the preparation of the Proxy Statement, including the furnishing of all information with respect to Benihana, including financial statements, to the extent required to be included in the Proxy Statement. Rudy's covenants and warrants that at the time it is furnished to the shareholders of Rudy's, the Proxy Statement shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in order to make the statements therein not misleading. Such covenant shall not be deemed to apply to information furnished in writing by Benihana specifically for inclusion in the Proxy Statement.
