Special Meeting of Stockholders. Special meetings of stockholders for any purpose or purposes may be called at any time by the Board, the Chairperson of the Board or the Chief Executive Officer of the Corporation, and may not be called by another other Person or Persons; provided that, prior to the Final Conversion Date, special meetings of stockholders for any purpose or purposes may also be called by or at the request of stockholders of the Corporation collectively holding shares of capital stock of the Corporation with voting power sufficient to provide the Requisite Stockholder Consent. 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 of Stockholders. (a) If required by applicable law in order to consummate the Merger, the Company agrees to take all steps necessary to cause a special meeting of the Stockholders (the "Special Meeting") to be duly called, noticed, convened and held as soon as practicable following the acceptance for payment and purchase of shares of Company Common Stock by the Parent or its affiliates pursuant to the Offer for the purpose of voting to approve this Agreement and the Merger. In connection with the Special Meeting, the Board of Directors of the Company shall, subject to the Board's fulfillment of its fiduciary duties under applicable Law, unanimously recommend to the Stockholders that the Stockholders vote in favor of the approval of this Agreement and the Merger.
(b) In connection with the Special Meeting, the Company agrees to promptly prepare and cause to be filed with the SEC and mailed to the Stockholders a notice of the Special Meeting and a definitive proxy statement (the "Proxy Statement") and shall cause such notice to be mailed no later than the time required by applicable Law and the certificate of incorporation and bylaws of the Company. The Parent and Merger Sub agree to provide the Company with any information for inclusion in the Proxy Statement (or any amendments or supplements thereto) which is required by applicable Law or which is reasonably requested by the Company. The Company shall consult with the Parent and Merger Sub with respect to the Proxy Statement (and any amendments or supplements thereto) and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to its finalization. If, at any time prior to the Special Meeting, any event shall occur relating to the Company or the transactions contemplated by this Agreement which should be set forth in an amendment or a supplement to the Proxy Statement, the Company will promptly notify in writing the Parent and Merger Sub of such event. In such case, the Company, with the cooperation of the Parent and Merger Sub, will promptly prepare and mail such amendment or supplement and the Company shall consult with the Parent and Merger Sub with respect to such amendment or supplement and shall afford the Parent and Merger Sub reasonable opportunity to comment thereon prior to such mailing. The Company agrees to notify the Parent and Merger Sub at least three (3) days prior to the mailing of the Proxy Statement (or any amendment or supplement thereto) to the Stockholders.
(c) The Parent...
Special Meeting of Stockholders. Subject to the rights of any series of Preferred Stock then outstanding, special meetings of the stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer, the Lead Independent Director (as defined in the Bylaws) or the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board, and may not be called by the stockholders or any other person or persons.
Special Meeting of Stockholders. As promptly as practicable after the date hereof, Target shall take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene a special meeting of its stockholders (the "Special Meeting") for the purposes of voting upon the adoption of this Agreement, and the transactions contemplated hereby. Target shall consult with Acquiror regarding the date of the Special Meeting and shall not postpone or adjourn (other than for the absence of a quorum) the Special Meeting without the consent of Acquiror. Target shall use its best efforts to solicit from the stockholders of Target proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders required under Delaware Law and its Certificate of Incorporation and Bylaws to effect the Merger.
Special Meeting of Stockholders. Within 45 days from the Closing Date, the Company shall filed a preliminary proxy statement for a special meeting of its stockholders, which such meeting shall be held within 120 days of the Closing Date, in order to submit to its stockholders (i) a proposal to approve an amendment to the Company's Articles of Incorporation authorizing the creation of 15,000,000 shares of "blank check" preferred stock (such shareholder approval, the "Preferred Stock Authorization") and (ii) approve the Offering and the issuance of the Notes, Warrants, the Preferred Shares and the Underlying Shares hereunder, as required pursuant to the rules of The NASDAQ Stock Market LLC.
Special Meeting of Stockholders. Within ten (10) days from the Closing Date, the Company shall filed a preliminary proxy statement for a special meeting of its stockholders, which such meeting shall be held within thirty (30) days of the Closing Date, in order to submit to its stockholders a proposal to approve the issuance of in excess of Five Million (5,000,000) shares of Common Stock in this Offering.
Special Meeting of Stockholders. The Corporate Parties agree to use commercially reasonable efforts to continue to obtain the permission of the Chancery Court to adjourn the Special Meeting of Stockholders ordered by the Chancery Court in the Xxxxx Chancery Litigation until such time as the Company settles the Xxxxx Chancery Litigation. In the event a settlement is not reached that provides for the cancellation of the Special Meeting of Stockholders, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to support the Company’s request in the XXXX Adversary Proceeding for an injunction against the conduct of the Special Meeting. In the event the Bankruptcy Court declines to issue such an injunction, Xxxxxx Energy and the Director Parties, in their capacity as stockholders, agree to vote the shares they own of the Company’s common stock at the Special Meeting of Stockholders and at any adjournment or postponement thereof against removal of any Directors. If no quorum is present at any time the Special Meeting of Stockholders is called to order, Xxxxxx Energy and the Director Parties further agree to vote the shares they own of the Company’s common stock for adjournment of the Special Meeting until the date proposed for adjournment by resolution of the Board of Directors.
Special Meeting of Stockholders. (a) The Company shall take all action necessary in accordance with applicable law and the Company's Certificate of Incorporation and Bylaws to duly call, give notice of, convene, and hold a special meeting of its stockholders as promptly as practicable after the date hereof to consider and vote upon the matters described in the Stockholders Voting Agreement dated as of October 31, 2000 by and among the Company and certain of its stockholders (the "Stockholder Approval"). The Company shall not mail or otherwise distribute the proxy statement or information statement (or any related proxy materials or amendments or supplements thereto, if any) relating to such special meeting to its stockholders without consultation with Investors and their counsel, and such proxy statement or information statement and such other items shall be in such form as Investors and their counsel shall approve (such approval not to unreasonably withheld.
(b) The Company covenants and agrees that, prior to obtaining the Stockholder Approval, it shall not take any action that would cause an adjustment, pursuant to the terms of the Warrants, to the Exercise Price (as defined in the Warrant Certificates evidencing the Warrants) of the Warrants but for the requirements of Section 2(i) of such Warrant Certificates.
Special Meeting of Stockholders. The Company, acting through its Board of Directors, shall, in accordance with applicable law: (i) duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as soon as reasonably practicable following the date of this Agreement for the purpose, among other things, of considering and taking action upon the transactions contemplated by this Agreement; (ii) prepare and file with the SEC a preliminary proxy or information statement relating, among other things, to this Agreement and use its commercially reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as defined below) and to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement (the “Proxy Statement”) to be mailed to its stockholders; (iii) subject to the fiduciary duties of the Board of Directors of the Company, include in the Proxy Statement the recommendation of the Board of Directors that stockholders of the Company vote in favor of the approval of the transactions contemplated by this Agreement; and (iv) use its commercially reasonable efforts to solicit from holders of voting securities of the Company proxies in favor of the transactions contemplated by this Agreement and shall take all other action reasonably necessary or advisable to secure the approval of stockholders required by the Delaware General Corporation Law and the rules of the Amex to effect the transactions contemplated by this Agreement.
Special Meeting of Stockholders. 46 5.12 Voting Agreements; Lockup Agreements.......................................................... 46 5.13 Maintenance of Genovo Indemnification Obligations............................................. 47
