Common use of Shareholders Meeting Clause in Contracts

Shareholders Meeting. As soon as practicable following the date of this Agreement, the Company and Acquiror shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use commercially reasonable efforts to (i) respond to any comments of the SEC and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror in favor of the issuance of Acquiror Common Stock and of the Board of Trust Managers of the Company in favor of the Merger, provided that (i) the recommendation of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5.

Shareholders Meeting. As soon as practicable following Agilysys, acting through the date board of this Agreementdirectors of Agilysys (the “Agilysys Board”), the Company and Acquiror shall prepare and file shall, in accordance with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror applicable Law and the CompanyAgilysys Articles of Incorporation and Code of Regulations, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use commercially reasonable efforts to (i) respond to any comments duly call, give notice of, convene and hold an annual or special meeting of its shareholders (the SEC “Shareholders’ Meeting”) as promptly as practicable for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (“Shareholder Approval”), and (ii) have subject to the Registration Statement declared effective under last sentence of this Section 8.1.8(a), (A) include in the Securities Act preliminary proxy statement to be prepared in accordance with Section 8.1.8(b) (if necessary), and not subsequently withdraw or modify in any manner adverse to Buyer, the rules Recommendation, and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will (B) use commercially reasonable efforts to obtain such approval and adoption. At the Shareholders’ Meeting, Buyer shall cause the Proxy Statement all Agilysys shares then owned by it and its subsidiaries, if any, to be mailed to the Company's shareholders or Acquiror's shareholders, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It shall be a condition precedent to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror voted in favor of the issuance approval and adoption of Acquiror Common Stock this Agreement and of the transactions contemplated hereby. Notwithstanding anything contained in this Agreement to the contrary, the Agilysys Board of Trust Managers of the Company in favor of the Mergermay determine to withdraw, provided that modify or change such Recommendation if, (i) facts or occurrences arising after the recommendation date hereof cause the Agilysys Board, after consultation with its outside legal counsel and a financial advisor of national recognized reputation, to determine in good faith that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, (ii) Agilysys uses reasonable best efforts to provide to Buyers at least two (2) days prior written notice that it intends (or may intend) to take any such action, (iii) Agilysys provides immediate written notice to Buyers that it has taken such action, and (iv) the Agreement and the transactions contemplated hereby are still submitted by the Agilysys Board to Agilysys’ shareholders for Shareholder Approval (excluding the Recommendation or including a modified or changed Recommendation, as applicable); provided, however, if Agilysys has received a Proposal, it may only withdraw, modify or change its Recommendation as provided in the preceding sentence after it has first: (x) given Buyers prompt written notice advising Buyers of (1) the decision of the Agilysys Board of Trust Managers to take such action and (2) the material terms and conditions of the Company may not be included or may be withdrawn if Proposal, including the Board of Trust Managers identity of the Company has accepted a proposal for a Superior Competing Transaction party making such Proposal; (y) given Buyers five business days (or three business days in accordance with the event of each subsequent material revision to such Proposal) after delivery of such notice to propose revisions to the terms of SECTION 7.1this Agreement (or make another proposal); and and, (iiz) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance otherwise complied with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws conditions in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that parts (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and — (iiiv) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5preceding sentence.

Shareholders Meeting. As soon as practicable following (a) Subject to the date terms of this Agreement, Italy shall use its reasonable best efforts to cause the Company Italy Meeting to be held as soon as reasonably practicable after the date hereof, provided that (x) the Italy Meeting shall not be held until counsel to Italy has had reasonable opportunity to review all comments from the staff of the SEC relating to the Portugal Proxy Statement or been advised in writing that the staff of the SEC will not have any comments thereon and Acquiror (y) this covenant shall prepare and file not restrict the ability of Italy to postpone or adjourn such meeting to the extent that Italy’s outside counsel advises Italy that it would be appropriate to do so for the purpose of allowing the holders of Italy Common Shares to review any additional disclosure that Italy, with the SEC advice of its outside counsel, determines in good faith is advisable and should be made available to such holders by means of a preliminary Proxy Statement in form supplemental management information circular or otherwise. (b) Subject to the terms hereof, Italy shall, promptly after the execution and substance satisfactory to each delivery of Acquiror and the Company, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror shall use commercially reasonable efforts to this Agreement (i) respond to any comments finalize the notice of the SEC Italy Meeting to be sent to holders of Italy Common Shares, the accompanying management information circular, and any other documents required by applicable Laws to be sent to holders of Italy Common Shares in connection with the Italy Meeting (such documents, as amended, supplemented or otherwise modified, the “Italy Circular”), and (ii) have the Registration Statement declared effective under the Securities Act and the rules and regulations promulgated thereunder as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to cause the Proxy Statement Italy Circular and any other such documents to be mailed sent to each holder of Italy Common Shares and filed as required by the Interim Order and applicable Laws. (c) Subject to the Company's shareholders or Acquiror's shareholdersterms of this Agreement, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It Italy shall be a condition precedent (i) take all lawful action to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror solicit in favor of the issuance Italy Resolution and the Italy Shareholder Approval, (ii) recommend to all holders of Acquiror Italy Common Stock and of the Board of Trust Managers of the Company Shares that they vote in favor of this Agreement and the MergerArrangement and the other transactions contemplated hereby and thereby and (iii) not withdraw, provided modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Portugal such recommendation (iany such action, a “Change in Italy Recommendation”) the recommendation except as explicitly permitted by Section 5.3(b) provided, however, that Italy may (A) make such Change in Italy Recommendation if Italy’s board of directors, after consultation with outside legal counsel, has determined that failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (B) upon such Change in Italy Recommendation, may solicit votes of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction Italy shareholders consistent with such Change in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5Italy Recommendation.

Shareholders Meeting. As soon as practicable following (a) Subject to the date terms of this Agreement, the Company and Acquiror shall prepare and file with the SEC a preliminary Proxy Statement in form and substance satisfactory to each of Acquiror and the Company, and Acquiror shall prepare and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus. Each of the Company and Acquiror Portugal shall use commercially its reasonable best efforts to cause the Portugal Meeting to be held as soon as practicable after the date hereof. (b) Subject to the terms hereof, Portugal shall (i) respond to any comments promptly after the execution and delivery of this Agreement, finalize the notice of the SEC Portugal Meeting, the accompanying proxy statement, and all other documents required by the Securities Laws or other applicable Laws to be sent to holders of Portugal Common Shares in connection with the Portugal Meeting (such documents, as amended, supplemented or otherwise modified, the “Portugal Proxy Statement”), (ii) use its reasonable best efforts to have the Registration Portugal Proxy Statement declared effective under cleared by the Securities Act SEC, and the rules and regulations promulgated thereunder (iii) as promptly as practicable after such filing and to keep the Registration Statement effective as long as is reasonably necessary to consummate the Merger. Each of the Company and Acquiror will use commercially reasonable efforts to clearance, cause the Portugal Proxy Statement to be mailed sent to each Portugal shareholder. (c) Subject to the Company's shareholders or Acquiror's shareholdersterms of this Agreement, respectively, as promptly as practicable after the Registration Statement is declared effective under the Securities Act. It Portugal shall be a condition precedent (i) take all lawful action to the Company's obligation to mail the Proxy Statement that the opinion of Prudential referred to in SECTION 3.1.21 not have been withdrawn. It shall be a condition precedent to Acquiror's obligation to mail the Proxy Statement that the opinion of Acquiror Financial Advisor referred to in SECTION 3.2.20 not have been withdrawn. Each party will notify the other promptly of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will supply the other with copies of all correspondence between such party or any of its representatives and the SEC, with respect to the Registration Statement or the Proxy Statement. The Registration Statement and the Proxy 25 31 Statement shall comply in all material respects with all applicable requirements of law. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Registration Statement or the Proxy Statement, Acquiror or the Company, as the case may be, shall promptly inform the other of such occurrences and cooperate in filing with the SEC and/or mailing to the shareholders of Acquiror and the shareholders of the Company such amendment or supplement. The Proxy Statement shall include the recommendations of the Board of Directors of Acquiror solicit in favor of the issuance transactions contemplated by this Agreement the Portugal Stockholder Approval, (ii) recommend to holders of Acquiror Portugal Common Stock and of the Board of Trust Managers of the Company Shares that they vote in favor of the Merger, provided that (iA) the Portugal Share Issuance and (B) the Portugal Charter Amendment and (iii) not withdraw, modify or qualify (or publicly propose to or publicly state that it intends to withdraw, modify or qualify) in any manner adverse to Italy such recommendation (any such action, a “Change in Portugal Recommendation” and, together with a Change in Italy Recommendation, a “Change in Recommendation”), provided, however, that Portugal may (A) make such Change in Portugal Recommendation if Portugal’s board of directors, after consultation with outside legal counsel, has determined that failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (B) upon such a Change in Portugal Recommendation, may solicit votes of the Board of Trust Managers of the Company may not be included or may be withdrawn if the Board of Trust Managers of the Company has accepted a proposal for a Superior Competing Transaction Portugal stockholders consistent with such Change in accordance with the terms of SECTION 7.1; and (ii) the recommendation of the Board of Directors of Acquiror may not be included or may be withdrawn if the Board of Directors of the Acquiror has accepted a proposal for an Alternative Transaction in accordance with the terms of SECTION 7.2. Acquiror also shall take any action required to be taken under any applicable state securities or "blue sky" laws in connection with the issuance of Acquiror Stock pursuant to the Merger and will pay or cause an Acquiror Subsidiary to pay all expenses incident thereto. In connection with the preparation of the Proxy Statement and the Registration Statement, Acquiror shall use reasonable efforts to cause to be delivered to the Company prior to the mailing of the Proxy Statement to Acquiror's shareholders and the Company's shareholders, the opinion of King & Spalding, dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, Acquiror was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Acquiror Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. In connection with the preparation of the Proxy Statement and the Registration Statement, the Company shall use reasonable efforts to cause to be delivered to Acquiror and Merger Sub prior to the mailing of the Proxy Statement to the Company's shareholders and Acquiror's shareholders, the opinion of Winsxxxx Xxxhxxxx & Xinixx X.X., dated the date of the Proxy Statement, that (i) for its taxable year ended December 31, 1993 and for all subsequent taxable years ending on or before the Closing Date, the Company was organized and has operated in conformity with the requirements for qualification as a REIT under the Code and (ii) each Company Subsidiary that is a partnership, joint venture or limited liability company has been during and since formation, and continues to be, treated as of such date, for federal income tax purposes, as a partnership and not as a corporation or an association taxable as a corporation. 5Portugal Recommendation.