Special Stockholders' Meeting. (a) To the extent stockholder approval of any of the transactions contemplated by this Agreement including, without limitation, the approval of the matters contemplated by Section 11 hereof and the filing of the amended Series A Certificate of Designation contemplated by Section 6.1(e), is required by applicable law or otherwise appropriate to be obtained, as soon as practicable after the date hereof, the Company shall prepare and file with the SEC one or more proxy or information statements in connection with the transactions contemplated by this Agreement and the other Transaction Documents (each such proxy statement or information, together with any amendments or supplements thereto, in each case in the form mailed to the Company stockholders, being a “Proxy Statement”). Each Proxy Statement shall not, at the date such Proxy Statement is first mailed to the Company’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Company will file with the SEC in connection with the transactions contemplated herein will comply as to form and substance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. The Company shall promptly after the date hereof take all action necessary in accordance with the General Corporation Law of Delaware and the Certificate of Incorporation and By-laws to convene a stockholders meeting to vote on the issuance of the Securities to the Purchaser as promptly as practicable after the date hereof. The Company shall use its best efforts to solicit from stockholders of the Company proxies in favor of the aggregate transactions to be voted on at the stockholders meeting. The Company shall provide to the Purchaser drafts of any materials to be filed with the SEC or mailed to the Company’s stockholders and, prior to submitting or filing such materials with the SEC, shall accept reasonable comments from the Purchaser and its Representatives.
Special Stockholders' Meeting. 34- SECTION 6.02 Proxy Statement......................................... -34- SECTION 6.03 Company Board Representation; Section 14(f)............. -35- SECTION 6.04 Access to Information; Confidentiality.................. -36- SECTION 6.05 No Solicitation......................................... -36- SECTION 6.06 Third Party Standstill Agreements....................... -37- SECTION 6.07 Directors' and Officers' Indemnification and Insurance.. -38- SECTION 6.08 Notification of Certain Matters......................... -39- SECTION 6.09 Further Action; Reasonable Efforts...................... -39- SECTION 6.10 Public Announcements.................................... -40- SECTION 6.11 Confidentiality Agreement............................... -40- SECTION 6.12 State Takeover Laws..................................... -40- SECTION 6.13 Employment Covenant..................................... -41- SECTION 6.14 Real Estate Transfer and Gains Tax...................... -41-
Special Stockholders' Meeting. The Company, acting through the Board, shall, in accordance with applicable law and its Constituent Documents, unless not required under applicable "short-form" merger provisions of Delaware Law (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the transactions contemplated by this Agreement (the "Special Stockholders' Meeting") and (ii) (A) include in the Proxy Statement the [unanimous] recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the transactions contemplated by this Agreement, including the Merger; provided, that such recommendation may be withdrawn, modified or amended to the extent the Board determines in good faith, after receiving the advice of independent legal counsel, that such action is required in the exercise of the Board's fiduciary duties under applicable law (any such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall not otherwise affect any of the rights of Parent or Purchaser under this Agreement), and (B) unless the recommendation of the Board has been withdrawn pursuant to the preceding clause, use all reasonable efforts to obtain such approval and adoption. At the Special Stockholders' Meeting (or by consent if a stockholders meeting is not required), Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the transactions contemplated by this Agreement, including the Merger.
Special Stockholders' Meeting. The Company, acting through the Board, shall, in accordance with applicable law and its Constituent Documents, unless not required under applicable "short-form" merger provisions of Delaware Law, (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (the "Special Stockholders' Meeting") and (ii) subject to its fiduciary duties under applicable law as advised by independent counsel, (A) include in the Proxy Statement the unanimous recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Transactions, including, without limitation, the Merger and (B) use all reasonable efforts to obtain such approval and adoption. At the Special Stockholders' Meeting (or by consent if a stockholders meeting is not required), Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions, including, without limitation, the Merger.
Special Stockholders' Meeting. 23 7.2. General Covenants of the Company...............................................................24 7.3.
Special Stockholders' Meeting. In order to consummate the issuance of the Additional Units and the transactions contemplated hereby in connection therewith (the 24 31 "STOCKHOLDERS MEETING MATTER"), the Company, acting through the Board of Directors, shall take all action necessary in accordance with applicable law and the Company's Charter Documents to duly call, give notice of, convene and hold a special meeting of its stockholders as promptly as practicable (but in no event later than 90 days after the Initial Closing Date) to consider and vote upon the approval of the Stockholders Meeting Matter and to take such other action as is necessary or desirable to consummate the transactions contemplated hereby (the "SPECIAL STOCKHOLDERS MEETING"). Except to the extent required by law or the Company's Charter Documents or as set forth in SCHEDULE 7.1(b), the Company shall not present any other matter at the Special Stockholders Meeting except for the matters contemplated by this Agreement. The Proxy Statement shall contain the determination and the recommendation of the Board of Directors that the stockholders of the Company approve the Stockholders Meeting Matter and the transactions contemplated hereby and the Company, acting through the Board of Directors, shall use its best efforts to obtain such approval. The Purchasers and the Company shall coordinate and cooperate with respect to the foregoing matters at the Company's expense.
Special Stockholders' Meeting. The Company, acting through the Board, shall, in accordance with applicable law and its Constituent Documents, unless not required under applicable "short-form" merger provisions of Delaware Law, (i) duly call, give notice of, convene and hold a special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on this Agreement and the transactions contemplated hereby (the "Special Stockholders' Meeting") and (ii) subject to its fiduciary duties under applicable law as determined in good faith by the Board following consultation with the Company's counsel, (A) include in the Proxy Statement the unanimous recommendation of the Board that the stockholders of the Company approve and adopt this Agreement and the Transactions, including, without limitation, the Merger, and (B) use all reasonable efforts to obtain such approval and adoption. At the Special Stockholders' Meeting (or by consent if a stockholders meeting is not required), Parent and Purchaser shall cause all Shares then owned by them and their subsidiaries to be voted in favor of the approval and adoption of this Agreement and the Transactions, including, without limitation, the Merger.
Special Stockholders' Meeting. The Special Stockholders' Meeting is the meeting of the stockholders' presently scheduled to occur on August 28, 2007 and any adjourned session of that meeting.
Special Stockholders' Meeting. Section 6.2
Special Stockholders' Meeting. Envirogen shall duly call, give notice ---------------------------- of, convene and hold a special stockholders meeting (the "Envirogen Stockholder Meeting") to approve, among other things, (i) this Agreement and the transactions contemplated hereby, (ii) the Securities Purchase Agreement dated the date hereof between Envirogen and Warburg, Xxxxxx Ventures, L.P. (the "Securities Purchase Agreement") and the transactions contemplated thereby, (iii) the amendment to Envirogen's Certificate of Incorporation to increase the number of authorized shares of Envirogen Common Stock from 20,000,000 to 50,000,000 and (iv) an amendment to Envirogen's Option Plan (as defined in Section 5.14 hereof) to, among other things, increase the number of shares of Envirogen Common Stock reserved for issuance upon the exercise of options granted under such plan from 2,000,000 to 3,000,000. The Board of Directors of Envirogen will recommend to its stockholders approval of such matters, and Envirogen shall take all such actions to obtain such approvals as promptly as practicable, including without limitation the solicitation of proxies.
