Stockholder Approval; Information Statement. (i) As promptly as possible after the execution and delivery of this Agreement, the Company shall prepare and file with the SEC, and use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable an information statement meeting the requirements of Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the "Information Statement") shall otherwise comply with ---------------------- Applicable Law in connection with obtaining the approval of the Company's stockholders in connection with the transactions contemplated hereby. The Company will provide the Purchasers with a copy of the preliminary Information Statement and all modifications thereto prior to filing or delivery to the SEC and will consult with the Purchasers in connection therewith. The Company will notify the Purchasers promptly of any receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Information Statement or for additional information and will supply the Purchasers with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Information Statement. If at any time after the mailing of the Information Statement to the Company's stockholders there shall occur any event that should be set forth in an amendment or supplement to the Information Statement, the Company will promptly prepare and mail to its stockholders such an amendment or supplement. The Company will not mail any Information Statement, or any amendment or supplement thereto, to which the Purchasers reasonably object. Except with respect to information provided in writing by UBS, LSC or ITI, the Company covenants that the Information Statement, including any amendment or supplement thereto shall not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein not misleading.
Stockholder Approval; Information Statement. The Stockholder Approval shall have been obtained and a period of at least twenty calendar days shall have elapsed from the date the Information Statement was first mailed to the Company's stockholders.
Stockholder Approval; Information Statement. (a) As soon as reasonably practicable following the time (i) the Commissioner grants the CSL Permit, (ii) the Registration Statement is declared effective by the SEC or (iii) Parent elects to pay the Aggregate Stock Value in cash in lieu of issuing the Stock Consideration pursuant to Section 8.02(b) the Company shall use commercially reasonable efforts to obtain the Company Stockholder Approval, either at a meeting of the Stockholders or pursuant to a written stockholder consent. In connection with such meeting of Stockholders or written stockholder consent, the Company shall submit to the Stockholders the Notice Materials and the Soliciting Materials, which shall (i) include a solicitation of the approval of the holders of the Company Common Stock and Company Preferred Stock of this Agreement and the transactions contemplated hereby, including the Merger, (ii) specify that adoption of this Agreement shall constitute approval by the Stockholders of the appointment of Fortis Advisors LLC as Equityholder Representative, under and as defined in this Agreement, (iii) include a summary of the Merger and this Agreement, (iv) include all of the information required by applicable securities laws and Delaware Law and (v) include a statement that appraisal rights are available for the Company Stock pursuant to Section 262 of Delaware Law and a copy of such Section 262. Any materials to be submitted to the Stockholders in connection with the solicitation of their approval of the Merger and this Agreement (the “Soliciting Materials”) shall include the unanimous recommendation of the Company Board in favor of the Merger and this Agreement and the transactions contemplated hereby, and the determination of the Company Board that the terms and conditions of the Merger are fair to, and in the best interests of, the Stockholders.
Stockholder Approval; Information Statement. (a) The Company shall use reasonable best efforts to obtain the Required Stockholder Approval within twenty-four (24) hours following the time of execution of this Agreement in compliance with applicable Legal Requirements.
Stockholder Approval; Information Statement. As soon as practicable following the date of this Agreement, Parent shall prepare (i) a notice in accordance with the Corporations Act 2001 (Cth) (the "Corporations Act"), the Listing Rules of ASX and Parent’s constitution convening a meeting, which may be Parent’s pre-scheduled annual meeting, of its members to approve the issue of Parent ADSs and options to acquire parent ADSs as set out in Section 6.1(c) and for all other purposes as Parent shall determine necessary or desirable and (ii) an information memorandum containing the information required to be included therein by the Corporations Act, the Listing Rules of ASX and Parent’s constitution (the "Stockholder Approval Information Statement"). Parent shall prepare the Stockholder Approval Information Statement in a manner, and shall ensure that it contains such information, as is required to comply with the Corporations Act and Listing Rules of ASX, including without limitation, ASX Listing Rule 7.3. Parent shall include in the Stockholder Approval Information Statement an explanatory statement as required by and in compliance with the Corporations Act and such other documents as may by law be required in connection with the issuance of Parent Ordinary Shares and the other transactions contemplated by this Agreement and the Registration Rights Agreement. Parent will provide the Company with a draft of the Stockholder Approval Information Statement and make such changes to the Stockholder Approval Information Statement as the Company reasonably requests and Parent reasonably agrees. Parent shall distribute the Stockholder Approval Information Statement to its stockholders as promptly as practicable in accordance with the Corporations Act and Listing Rules of ASX and, if required by law, after the Stockholder Information Statement shall have been so mailed, promptly circulate supplemental or amended material, and, if required in connection therewith, resolicit proxies. The Company shall provide such assistance to the Parent and the independent financial expert engaged by Parent to prepare an opinion on the fairness and reasonableness of the transactions contemplated by this Agreement to Parent’s stockholders as the Parent or such financial expert reasonably requests in connection with the preparation of the Stockholder Approval Information Statement.
Stockholder Approval; Information Statement. (a) As promptly as practicable after the date hereof, the Purchaser shall seek approval of the requisite number of stockholders of the Purchaser, including by written stockholder consent, as is required to approve the Agreement and the transactions contemplated hereby or referred to herein, and shall prepare and file with the SEC an information statement (as amended or supplemented from time to time, the “Information Statement”) detailing the Agreement and the transactions contemplated hereby. In connection with the Information Statement, the Purchaser will also file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with applicable rules set forth in the Purchaser’s Organizational Documents, the NRS and the rules and regulations of the SEC and the applicable Securities SROs (such Information Statement and the documents included or referred to therein, together with any supplements, amendments and/or exhibits thereto, the “Information Statement Documents”).
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Stockholder Approval; Information Statement. Promptly following the date of this Agreement, unless the Stockholder Approval is a unanimous consent or vote at a duly held meeting, the Company will prepare an information statement in form and substance acceptable to Parent that describes this Agreement, the Merger and the provisions of Section 262 of the DGCL (the “Information Statement”), and, in connection with the Closing, will deliver the Information Statement to the Stockholders for the purpose of informing them of the approval of the Merger and the adoption of this Agreement.
Stockholder Approval; Information Statement. (a) All of the Stockholders shall have executed and delivered, in accordance with Section 228 of the DGCL, the Consent Agreement and the related Stockholder Approval immediately following the execution hereof. The Stockholder Approval shall be irrevocable with respect to all shares of Common Stock that are owned beneficially or of record by the applicable consenting Stockholders or as to which they have, directly or indirectly, the right to vote or direct the voting thereof.
Stockholder Approval; Information Statement. (a) Immediately following the execution of this Agreement, CSC will obtain the consent of the holders of the Requisite Stockholder Approval who are familiar with and knowledgeable regarding this Agreement, the Mergers, and the other Transactions and deliver such evidence to Parent within two (2) hours following the execution of this Agreement.
