Special Meeting; Proxy Statement. (a) As promptly as practicable after Purchaser and Merger Sub have purchased sufficient Shares pursuant to the Offer to satisfy the Minimum Condition, if required by applicable Law in order to consummate the Merger, the Company, acting through its Board, shall, in accordance with applicable Law:
(A) duly call, give notice of, convene and hold a special meeting of its stockholders (the "SPECIAL MEETING") for the purposes of considering and taking action upon the approval and adoption of the Merger and this Agreement;
(B) subject to Section 4.8, declare advisable and recommend to its stockholders that they approve the Merger and adopt this Agreement, and shall include disclosure regarding the approval of the Company's Board;
(C) without limiting the generality of the foregoing, the Company agrees that its obligations under clause (A) of this Section 4.4(a)(i) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Company Takeover Proposal (as such term is defined in Section 4.8(a)) or the withdrawal or modification by the Board of its approval or recommendation of the Offer, the Merger or this Agreement; and
(ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and obtain and furnish the information required to be included by the SEC therein and, after consultation with Purchaser, 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, including any amendments or supplements thereto (the "PROXY STATEMENT"), to be mailed to its stockholders at the earliest practicable date, provided that no amendments or supplements to the Proxy Statement will be made by the Company without prior consultation with Purchaser and its counsel.
(b) Purchaser shall vote, or cause to be voted, all of the Shares acquired in the Offer or otherwise then owned by it or Merger Sub in favor of the approval and adoption of the Merger and this Agreement.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, in the event that Purchaser and Merger Sub shall acquire that number of Shares which, together with the Shares they already own, constitute in the aggregate at least 90% of the outstanding Shares, pursuant to the Offer or otherwise, the parties hereto shall, subject to Article VI hereof, take all necessary and approp...
Special Meeting; Proxy Statement. (a) As promptly as practicable following the purchase of Shares pursuant to the Offer that satisfies the Minimum Condition, if required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable Law:
(i) (A) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") for the purposes of considering and taking action upon the approval and adoption of the Merger and this Agreement;
Special Meeting; Proxy Statement. 43 SECTION 7.02 Access to Information; Confidentiality......................44 SECTION 7.03 Solicitation................................................45 SECTION 7.04 Directors' and Officers' Indemnification....................48 SECTION 7.05 Further Action; Reasonable Best Efforts.....................50 SECTION 7.06 Public Announcements........................................50 SECTION 7.07 Confidentiality Agreement...................................50 SECTION 7.08 Financing...................................................51 SECTION 7.09 Advice of Changes...........................................51 SECTION 7.10 Environmental Permit Transfer, Assignment and Reissuance....51
Special Meeting; Proxy Statement. (a) As promptly as practicable following the execution of this Agreement, the Company, acting through its Board, shall, in accordance with applicable Law:
(i) (A) duly call, give notice of, convene and (unless this Agreement has been terminated) hold a special meeting of its stockholders (the "SPECIAL MEETING") for the purposes of considering and taking action upon the approval and adoption of this Agreement and the Transactions, including adjourning such meeting for up to ten (10) business days to obtain such approval;
Special Meeting; Proxy Statement. (a) The Company shall take all action necessary in accordance with applicable Law and the Company’s Articles of Incorporation and Bylaws to duly call, give notice of, convene and hold a special meeting of its stockholders (the “Special Meeting”) as promptly as practicable after the date hereof to consider and vote upon those items necessary to obtain the Company Stockholder Approval and all other items included in the Proxy Statement. The shareholder vote required to obtain the Company Stockholder Approval shall be the vote required by applicable Law, the Company’s Articles of Incorporation, and the rules of the Nasdaq National Market. The Board of Directors of the Company shall, subject to its fiduciary obligations to the Company’s stockholders under applicable Law, (i) recommend to the stockholders of the Company that they vote in favor of the adoption and approval of all matters necessary to obtain the Company Stockholder Approval and any other items included in the Proxy Statement, (ii) use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of such adoption and approval, and (iii) take all other action reasonably necessary to secure a vote of the stockholders of the Company in favor of such adoption and approval.
(b) As promptly as practicable after the date hereof, the Company shall prepare, shall file with the Commission under the Exchange Act, shall use all reasonable best efforts to have cleared by the Commission, and promptly thereafter shall mail to its stockholders, a proxy statement with respect to the Special Meeting. The term “Proxy Statement”, as used herein, means such proxy statement and all related proxy materials and all amendments and supplements thereto, if any. Except to the extent otherwise determined in good faith by the Board of Directors of the Company in the exercise of its fiduciary duties, the Proxy Statement shall contain the recommendation of the Board that stockholders of the Company vote in favor of the adoption and approval of all matters necessary to obtain the Company Stockholder Approval and, at Petrohawk’s request, shall contain the recommendation of the Board that the stockholders of the Company approve the actions necessary to change the domicile of the Company to Delaware and amendments to the Articles of Incorporation of the Company to increase the authorized number of shares of Common Stock to 100,000,000 shares. The Company shall notify Petrohawk promptly of the receipt o...
Special Meeting; Proxy Statement. The Company shall take all action necessary in accordance with State 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 (the "Special Meeting") as promptly as practicable after the date hereof to consider and vote upon the adoption and approval of this Agreement and the Merger. The Board of Directors of the Company shall, subject to its fiduciary obligations to the Company's stockholders under Applicable Law as advised by counsel, (i) recommend to the stockholders of the Company that they vote in favor of the adoption and approval of this Agreement and the Merger, (ii) use its reasonable best efforts to solicit from the stockholders of the Company proxies in favor of such adoption and approval, and (iii) take all other action reasonably necessary to secure a vote of the stockholders of the Company in favor of such adoption and approval.
Special Meeting; Proxy Statement. (a) The Company shall take all action necessary in accordance with applicable Law and its Certificate of Incorporation and Bylaws to duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as promptly as practicable after the date hereof to consider and vote upon (i) an amendment to the Certificate of Incorporation in form and substance reasonably satisfactory to the Purchasers to increase the authorized number of shares of Common Stock (the "Charter Amendment") and (ii) such other matters to the extent such shareholder approval is necessary with respect to the effectuation of any part of the transactions contemplated herein ("Other Matters"). The shareholder vote required for the adoption and approval of the Charter Amendment and such other matters shall be the vote required by applicable Law, the Certificate of Incorporation, and the rules of the NYSE. The Board shall (i) recommend to the shareholders of the Company that they vote in favor of the adoption and approval of all matters necessary to effectuate the Charter Amendment and the Other Matters, (ii) use commercially reasonable efforts to solicit from the shareholders of the Company proxies in favor of such adoption and approval, and (iii) take all other commercially reasonable efforts to secure a vote of the shareholders of the Company in favor of such adoption and approval; provided, however, that if at any time prior to the shareholder vote, the Board determines in good faith, based upon the advice of outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders under applicable Law, the Board may withdraw its recommendation. The Company shall also use commercially reasonable efforts to obtain a statement from all of its officers and directors that own voting stock of the Company that such persons intend to vote all shares of voting stock of the Company owned by such shareholders in favor of the Charter Amendment and the Other Matters
Special Meeting; Proxy Statement. (a) The Company will promptly and duly call, give notice of, convene and hold, as soon as reasonably practicable following the date of this Agreement, a special meeting of the Company Stockholders for the purpose of obtaining the Stockholder Approval (the “Special Meeting”). Except to the extent that the Board has effected a Change in Recommendation in accordance with the terms of Section 6.9, the Company will include in the definitive proxy statement mailed to the Company Stockholders and filed with the SEC (the “Proxy Statement”) the Board Recommendation.
(b) The Company will file with the SEC the Proxy Statement. The Buyer, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, the Company will promptly notify the Buyer of the receipt of any comments from the SEC or any request by the SEC for any amendment to the Proxy Statement or for additional information. All filings with the SEC, including the Proxy Statement and any amendments thereto, and all mailings to the Company Stockholders in connection with the Merger, including the Proxy Statement, will be subject to the prior review and comment of the Buyer. The Buyer will furnish to the Company all information reasonably requested by the Company for inclusion in the Proxy Statement. The Company will use its reasonable best efforts, after consultation with the Buyer, to respond promptly to any comments made by the SEC with respect to the Proxy Statement.
(c) Unless this Agreement has been terminated, nothing contained in this Agreement will limit the Company’s obligation in Section 6.1(a) to convene and hold the Special Meeting (regardless of whether the Board Recommendation has been withheld, withdrawn, amended, modified or changed in accordance with Section 6.9(c) hereof).
Special Meeting; Proxy Statement. Other Filings
Special Meeting; Proxy Statement. (a) The Partnership shall take all commercially reasonable action necessary in accordance with Applicable Law and the Partnership’s Original Partnership Agreement to duly call, give notice of, convene and hold a special meeting of its limited partners (the “Special Meeting”) as promptly as practicable after the date hereof to consider and vote upon the adoption and approval of the Transaction, to the extent such limited partner approval is necessary with respect to the effectuation of any part of the Transaction. The limited partner vote required for the adoption and approval of the Transaction shall be the vote required by Applicable Law, the Original Partnership Agreement, and the rules of the NYSE, as represented by the Partnership in
