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. 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), the President, or the Board 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. Special meetings of our stockholders may be called only by a majority of our directors. Stockholder action can be taken only at an annual or special meeting of stockholders.
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. 46 5.12 Voting Agreements; Lockup Agreements.......................................................... 46 5.13 Maintenance of Genovo Indemnification Obligations............................................. 47
Special Meeting of Stockholders. As promptly as practicable ------------------------------- after the date of this Agreement (unless this Agreement shall have been earlier terminated pursuant to Article Seven of this Agreement), Genovo shall take all action necessary in accordance with the DGCL and Genovo's certificate of incorporation and bylaws to convene a special meeting of the Genovo Stockholders (the "Special Meeting") for the purposes of voting on the approval of this -------------- Agreement, the Certificate of Merger and the transactions contemplated by this Agreement and the Certificate of Merger. Subject to the applicable provisions of the DGCL (unless this Agreement shall have been earlier terminated pursuant to Article Seven of this Agreement), Genovo shall take all action reasonably necessary or advisable to secure the vote or consent of the Genovo Stockholders required under the DGCL and Genovo's certificate of incorporation and bylaws to effect the Merger. Genovo's board of directors shall be permitted to (a) decline to recommend to Genovo Stockholders that they give the requisite stockholder approval or (b) withdraw or modify in a manner adverse to Targeted its recommendation to Genovo Stockholders that they give the requisite stockholder approval, only if and to the extent Genovo's board of directors, after consultation with and based upon the advice of independent legal counsel, by a majority vote determines in its good faith judgment that such action is necessary for Genovo's board of directors to comply with its fiduciary duties to Genovo Stockholders under applicable Law.
Special Meeting of Stockholders. Only such business shall be conducted at a special meeting of Stockholders as shall have been properly brought before the meeting in accordance with Section 2.2. Nominations of persons for election to the Board may be made at a special meeting of Stockholders at which Directors are properly to be elected only (1) by or at the direction of the Board or (2) by any Stockholder who (A) was a Stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf any nomination is made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time of giving of notice provided for in this Section 2.10 and at the time of the meeting, (B) is entitled to vote at the meeting and (C) complied with this paragraph (b) and paragraph (a)(3) of this Section 2.10 as to such nominations. Without qualification, in order for a Stockholder to present any nominations of persons for election to the Board at such a special meeting, pursuant to clause (2) of this paragraph (b), the Stockholder must (x) have given timely notice thereof in writing and in proper form to the Secretary of the Corporation (which notice shall include disclosure of the information that is required by the applicable provisions of paragraph (a)(3) of this Section 2.10) and (y) provide any updates or supplements to such notice at the times and in the forms required by paragraph (a)(4) of this Section 2.10. To be timely, a Stockholder’s notice shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth day prior to the date of such special meeting and not later than the close of business on the later of (x) the ninetieth day prior to the date of such special meeting and (y) the tenth day following the day on which public announcement is first made of the date of such special meeting and of the nominees proposed by the Board to be elected at such special meeting. In no event shall any adjournment of a special meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a Stockholder’s notice as described above.
Special Meeting of Stockholders. Our bylaws provide that special meetings of our stockholders may be called by the directors or by any officer instructed by the directors to call the meeting.
