Solicitation of Shareholder Approval. (a) Seller, acting through its board of directors, shall, in accordance with applicable law and its constitutional documents, duly call, give notice of, convene and hold an extraordinary general meeting of its stockholders (the "Stockholders Meeting") as soon as practicable following the execution of this Agreement for the purpose of considering and voting upon the approval and adoption of this Agreement, the transactions contemplated hereby and such other matters as may be necessary to effectuate the transactions contemplated hereby. Seller's board of directors shall (i) recommend to the stockholders of Seller the approval and adoption of this Agreement and the transactions contemplated hereby, (ii) include in the Seller Disclosure Document such favorable recommendation of Seller's board of directors that the stockholders of Seller vote in favor of the approval and adoption of this Agreement and the transactions contemplated hereby, (iii) take all permitted lawful action to solicit approval from Seller's institutional stockholders and (iv) not withdraw or modify such favorable recommendation, in each case, unless Seller's board of directors, after consultation with independent outside legal counsel, determines in good faith that failing to take such action is necessary for Seller's board of directors to comply with its fiduciary duties to Seller's stockholders under applicable law. Seller agrees that its obligations set forth in the first sentence of this Section 4.6(a) shall not be affected by the withdrawal or modification by Seller's board of directors, in accordance with the immediately preceding sentence, of its recommendation to Seller's stockholders that such stockholders approve and adopt this Agreement and the transactions contemplated hereby.
(b) As soon as practicable following the execution of this Agreement and in connection with the Stockholders Meeting, Seller shall (i) promptly prepare and file with the UK Listing Authority (the "UKLA") (but in no event later than four days after the date hereof), use its best efforts to have approved by the UKLA and thereafter mail to its stockholders as promptly as practicable a Class 1 Shareholder Circular (the "Seller Disclosure Document") in accordance with the listing rules of the Financial Services Authority for the purposes of Part IV of the Financial Services Act (the "Listing Rules"), (ii) notify Purchaser of the receipt of any comments of the UKLA with respect to the Seller Disclosure Document a...
Solicitation of Shareholder Approval. The Company shall solicit ------------------------------------- Shareholder Approval at its next regularly scheduled annual meeting following the Closing Date (the "Initial Solicitation") which shall take place no later than 270 days after the Closing Date. In addition, until Shareholder Approval is obtained, the Company shall solicit such Shareholder Approval whenever it solicits proxies subject to Section 14(a) of the Exchange Act and until Shareholder Approval is obtained, any shares of Common Stock that are authorized after the date hereof shall be reserved for issuance (i) subject to Section 8 of this Agreement, upon the exercise of options pursuant to any option plan and (ii) upon conversion of Series A Preferred Stock to allow for exchange of the Series B Preferred Stock into the Series A Preferred Stock (including the Series A Preferred Stock that would be received upon a conversion of Series B Preferred Stock).
Solicitation of Shareholder Approval. 26 ARTICLE 5 MUTUAL COVENANTS OF PURCHASER AND SELLER..........................................................28 5.1 Post Closing Cooperation...............................................................28 5.2 Payments With Respect to Accounts Receivable...........................................28 5.3 Fulfillment of Conditions..............................................................29 5.4 Further Assurances.....................................................................29 5.5 Confidentiality........................................................................29
Solicitation of Shareholder Approval. The Board has declared the advisability of the Amendments and called a special meeting of the Company's stockholders for the consideration of the Amendments. The Board, subject to its fiduciary obligations, shall promptly take such actions as are necessary and appropriate to cause the adoption of the Amendments, including causing an information or proxy statement containing the recommendation of the Board of Directors in favor of the Amendments to be distributed to stockholders as promptly as practicable. The only additional corporate action required for the Primary Issuance is the approval of the Amendments by the affirmative vote of the holders of at least 66-2/3% of the outstanding Common Shares (as defined in Article Fourth of the Company's certificate of incorporation) and the filing of the Amendments with the Secretary of State of Delaware.
Solicitation of Shareholder Approval. USAB shall as soon as is reasonably practicable prepare a Proxy Statement which shall be used to solicit the shareholder approval required hereby. USAB shall provide BFHI with a reasonable opportunity to review such materials prior to their filing with the Commission. USAB shall take all action necessary to properly call, give notice of, convene and hold a special meeting of its shareholders as soon as practicable after the date hereof to consider and vote upon this Agreement and the transactions contemplated hereby, provided, however, that USAB shall use its reasonable best efforts to file the preliminary Proxy Statement with the Commission no later than forty-five (45) days after the date hereof or as soon thereafter as is practicable. USAB shall retain a proxy solicitation firm to assist USAB with respect to the solicitation of proxies from shareholders. The Board of Directors of USAB will recommend that the shareholders of USAB approve this Agreement and the transactions contemplated hereby, provided that the Board of Directors of USAB may fail to make such recommendation, or withdraw, modify or change any such recommendation, if such Board of Directors, after having consulted with and considered the written advice of outside counsel, has determined that the making of such recommendation, or the failure to withdraw, modify or change such recommendation, would constitute a breach of the fiduciary duties of such directors under applicable law.
