Shareholders Meeting; Proxy Statement. The Sellers shall:
(a) (i) use all commercially reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the date of this Agreement, file with the SEC a proxy statement complying with all applicable requirements of Law (including all of the proxy rules of the SEC and information circular requirements under the OBCA and applicable securities Laws) for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (ii) 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 made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (iii) undertake to obtain the Shareholder Approval;
(b) include in the Proxy Statement the unanimous recommendation of the Board of Directors of Astris that the shareholders of Astris vote in favor of the approval of this Agreement and the Acquisition and use its best efforts to solicit from the shareholders of Astris proxies in favor of adoption of this Agreement and approval of the Acquisition for the Shareholders Meeting;
(c) duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of obtaining the Shareholder Approval (the “Shareholders Meeting”), such meeting to be held not later than thirty (30) days following the filing of the definitive Proxy Statement with the SEC and ASC; and
(d) if at any time prior to the Shareholders Meeting any information relating to the Sellers, or the Seller Subsidiary, officers or directors, should be discovered which should be set forth in an amendment or supplement to the Proxy Statement, so that it would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, Astris shall promptly notify the Buyer and shall promptly file an appropriate amendment or supplement describing such information with the SEC and ASC and, to the extent required by Law, disseminate it to the shareholders of Astris. The Buyer shall, upon request, furnish Astris with all information concerning it and its Affiliates as Astris may deem reasonably necessary or advisable in connection with Astris preparing the Proxy Statement, and Buyer shall be entitled to review and approve the statements made regarding such matters prior to filing with the SEC and AS...
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 (the “Board”), shall, in accordance with applicable law, the Company Certificate of Incorporation, the Company By-laws and the rules and regulations of NASDAQ:
(i) duly call, give notice of, convene, and hold a special meeting of its shareholders for the purpose of considering and taking action upon this Agreement (the “Special Meeting”) as soon as practicable following the date hereof with the record date and the meeting date of the Special Meeting to be selected after reasonable consultation with Parent; provided, however, that the Company may adjourn or postpone the Special Meeting (A) after consultation with Parent, to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement (as hereinafter defined) is provided to the Company’s shareholders within a reasonable amount of time in advance of the Special Meeting, (B) as otherwise required by applicable law, or (C) if as of the time for which the Special Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Company Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Special Meeting;
(ii) (A) obtain and furnish the information required to be included by the federal securities laws (and the rules and regulations thereunder) in a proxy statement in preliminary and definitive form relating to the Special Meeting (the “Proxy Statement”) and prepare and file with the United States Securities and Exchange Commission (the “SEC”), as soon as reasonably practicable but in no event later than fifteen (15) Business Days after the date hereof, a preliminary Proxy Statement relating to the Merger and this Agreement, (B) respond promptly to any comments made by the SEC with respect to such preliminary Proxy Statement and, as soon as practicable thereafter, cause a definitive Proxy Statement to be disseminated to its shareholders, as and to the extent required by applicable federal securities laws;
(iii) include in the Proxy Statement (A) the unanimous recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the approval of this Agreement, unless such recommendation has been withdrawn, or unless such recommendation has been modified or amended, in each case in accordance with Section 5.2, and (B) the opinion of Jxxxxxx Rxxx & ...
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:
(i) duly call, give notice of, convene and hold a special meeting of its shareholders (a "Shareholders' Meeting") as soon as reasonably practicable following the date hereof for the purpose of considering and taking action upon this Agreement;
(ii) prepare and file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the Merger and this Agreement and use its reasonable best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with the Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its shareholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and
(iii) include in the Proxy Statement the recommendation of the Board that shareholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement.
(b) The Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Merger Sub or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.
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) The Company, acting through the Special Committee, shall:
(i) (A) use all commercially reasonable efforts to promptly prepare and, no later than fifteen (15) business days after the date of this Agreement, file with the SEC a proxy statement complying with applicable requirements of Law and all of the proxy rules of the SEC for the purposes of considering and taking action upon this Agreement (the “Proxy Statement”), (B) obtain and furnish the information required to be included by it in the Proxy Statement and, after consultation with Parent and Newco, respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, and (C) undertake to obtain the Company Shareholder Approval, unless the Company has received and accepted an offer for a Superior Competing Transaction and has terminated this Agreement pursuant to Section 8.4(ii); (ii) include in the Proxy Statement the unanimous recommendation of the Special Committee that the shareholders of the Company vote in favor of the approval of this Agreement and the Merger and use its reasonable best efforts to solicit from the shareholders of the Company proxies in favor of adoption of this Agreement and approval of the Merger for the Shareholders Meeting; provided, that, notwithstanding anything to the contrary set forth in this Agreement, the Special Committee may withdraw, modify or amend its recommendation if, permitted by and in accordance with Section 6.2;
Shareholders Meeting; Proxy Statement. Registration Statement 43
Shareholders Meeting; Proxy Statement. (a) Wilton, acting through Wilton Board, shall take all actions in accordance with applicable Law, its Certificate of Incorporation and By-laws necessary to promptly and duly call, give proper notice of, convene and hold as promptly as practicable Wilton Meeting for the purpose of considering and voting upon Wilton Voting Proposal. As soon as practicable after execution of this Agreement, Wilton shall prepare a proxy statement to solicit from its stockholders proxies in favor of Wilton Voting Proposal (the “Proxy Statement”). Subject to Section 6.1, the Wilton Board shall recommend approval of Wilton Voting Proposal by the shareholders of Wilton and include such recommendation in the materials delivered to its shareholders, and shall take other actions, that are both reasonable and lawful, as it deems necessary or desirable to solicit from its stockholders proxies in favor of Wilton Voting Proposal. Notwithstanding anything to the contrary contained in this Agreement, Wilton may adjourn or postpone Wilton meeting to the extent necessary to ensure that any required supplement or amendment to the materials delivered to its shareholders (including the Proxy Statement) is provided to Wilton’s shareholders or, if as of the time for which Wilton Meeting is originally scheduled there are insufficient shares of Wilton Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of Wilton Meeting.
Shareholders Meeting; Proxy Statement. (a) Company, Xxxx Xxxxxxx and Xxxxxx Xxxxxxx shall promptly take all action necessary in accordance with the WBCL and Company’s Amended and Restated Articles of Incorporation and By-laws to convene the Shareholders’ Meeting to be held as soon as reasonably practicable for the purpose of obtaining the requisite shareholder approval required in connection with this Agreement, the Merger and the other transactions contemplated hereby. Company, Xxxx Xxxxxxx and Xxxxxx Xxxxxxx shall use their respective best efforts to secure from the Shareholders the votes of the Shareholders required by the WBCL and Company’s Amended and Restated Articles to effect the Merger.
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 Purchaser 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 Purchaser, 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 (acting upon the recommendation of the Special Committee) that shareholders of the Company approve the Transactions, unless such recommendation has been withdrawn or modified as permitted by Section 4.10.
(b) The Company shall, as soon as practicable, in accordance with applicable law and the Articles of Incorporation and the Bylaws of the Company, duly call, set a record date for, give notice of, convene and hold the Shareholder Meeting for the purpose of considering and taking action upon this Agreement and such other matters as may be appropriate at the
