Special Meeting. Special meetings of the stockholders may be called only by such persons and only in such manner as set forth in the Certificate of Incorporation. No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The Board may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.
Special Meeting. Special meetings of stockholders may be called at any time by only the Chairman of the Board of Directors, the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) or by the Board of Directors of the Corporation pursuant to a resolution adopted by the affirmative vote of a majority of the total number of directors then in office. Any business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
Special Meeting. (i) Acquiror shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be mailed to its stockholders of record, as of the record date to be established by the board of directors of Acquiror, as promptly as practicable following the earlier to occur of: (A) in the event the preliminary Proxy Statement is not reviewed by the SEC, the expiration of the waiting period in Rule 14a-6(a) under the Exchange Act; and (B) in the event the preliminary Proxy Statement is reviewed by the SEC, receipt of oral or written notification of the completion of the review by the SEC (such earlier date, the “SEC Clearance Date”).
(ii) Promptly following the SEC Clearance Date, Acquiror shall: (a) (i) take all action necessary under applicable Law and the Acquiror Organizational Documents and Nasdaq listing rules to set a record date for, call, give notice of, convene and hold a meeting of the stockholders of Acquiror (the “Special Meeting”) for a date no later than thirty (30) Business Days following the SEC Clearance Date, and (ii) solicit proxies from the holders of Acquiror Common Stock to vote in favor of each of the Transaction Proposals, and (b) provide its stockholders with the opportunity to elect to effect an Acquiror Stockholder Redemption. Acquiror shall, through the Acquiror Board, recommend to its stockholders the (A) amendment and restatement of the Acquiror Organizational Documents, including any separate or unbundled proposals as are required to implement the foregoing, (B) the adoption and approval of this Agreement and the Transactions in accordance with applicable Law and exchange rules and regulations, (C) approval of the issuance of shares of Acquiror Class A Common Stock and Acquiror Preferred Stock as contemplated by this Agreement and in connection with the PIPE Investment, (D) approval of the adoption by Acquiror of the Incentive Equity Plan described in Section 7.06, (E) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the Proxy Statement or correspondence related thereto, (F) adoption and approval of any other proposals as reasonably agreed to by Acquiror and the Company to be necessary or appropriate in connection with the transactions contemplated hereby, and (G) adjournment of the Special Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such prop...
Special Meeting. The Company shall take no action to call a special meeting of shareholders of the Company without the prior consent of Parent unless compelled by legal process, except in accordance with this Agreement unless and until this Agreement has been terminated in accordance with its terms.
Special Meeting. 12.2.1 The Trustees may, whenever they deem fit, convene a Special Meeting for a specific purpose including to consider and effect repeals and amendments to this constitution.
12.2.2 On receipt of a written request, signed by 20 (twenty) Members, the Trustees shall be obliged to convene a Special Meeting. Such request shall state the reason/s and proposed resolution/s for the Meetings’ consideration.
12.2.3 Notice for the Meeting shall be in line with clause 12.1.1.3, quorum and voting as in clauses 12.1.2 and 12.1.3 respectively and the minutes to be dealt with as in 12.1.1.7.
Special Meeting. A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors or by the President of the corporation and shall be called by the Secretary on the written request of any two directors. The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.
Special Meeting. (a) The Company shall call a special meeting of Company Stockholders to be held to vote in favor of the adoption of this Agreement and the approval of the Merger ("the Company Special Meeting") in accordance with the DGCL and shall solicit proxies from its stockholders to vote in favor of the adoption of this Agreement and the approval of the Merger at the Company Special Meeting. In lieu of the Company calling a Special Meeting of the Company Stockholders, the Company may circulate for execution a written consent of stockholders in lieu of special meeting; provided, however, that the Company shall obtain the consent of the holders of no fewer than 90% the outstanding shares of Common Stock and Preferred Stock entitled to vote on the Merger.
(b) The Company shall comply with all applicable provisions of the DGCL in the preparation, filing and distribution of any proxy materials, the solicitation of proxies thereunder, and the calling and holding of the Company Special Meeting. Without limiting the foregoing, the Company shall ensure that the proxy materials do not, as of the date on which it is distributed to Company Stockholders, and as of the date of the Company Special Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading (provided that the Company shall only be responsible for the accuracy and completeness of information relating to the Company or furnished by the Company in writing for inclusion in any such proxy materials).
(c) The Buyer shall comply with all applicable provisions of and rules under the Securities Act and the Exchange Act and state securities laws in the offering and issuance of the Merger Shares. As soon as commercially practicable after the Closing but not later than one month after the Closing Date, the Buyer shall prepare and file with the SEC a Registration Statement on Form S-3 (the "Registration Statement") with respect to the sale of the Merger Shares by the Company Stockholders. The Buyer shall take all reasonable steps necessary to ensure that the Registration Statement does not, as of its effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that the Buyer shall not be responsible for the accuracy and completeness of information r...
Special Meeting. Special meetings of the members may be called by or at the request of the President, the Board, or any three members. The President shall fix the place for holding any such special meeting of the members.
Special Meeting. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Formation, may be called only by the Chief Executive Officer or the President of the Company, or by the Managers or by written order of a majority of the Managers and shall be called by the Chief Executive Officer or President upon the written request of a Majority-in-Interest of the Members issued and outstanding and entitled to vote with respect to the business proposed to be conducted at such meeting. Such request shall state the purposes of the proposed meeting. The Chief Executive Officer, President or Managers so calling, or the Members so requesting any such meeting shall fix the time and any place, either within or outside the State of Texas, as the place for holding such meeting. Any previously scheduled special meeting of the Members may be postponed by resolution of the Managers upon notice given prior to the date previously scheduled for such special meeting of Members.
Special Meeting. Section 7.25
