Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. Subject to its fiduciary duties under applicable law, as determined by the Board of Directors in good faith after consultation with counsel, the Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent or Acquisition shall acquire beneficial ownership of at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the merger of Acquisition and the Company to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with the short form merger provisions of the SCBCA.
(b) If the Company Stockholder Approval is required by law, the Company shall, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use all reasonable efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable. The Company shall notify Parent promptly of the 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 Proxy Statement or for additional information and will supply Parent 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 Proxy Statement or the Merger. The Company shall give Parent an opportunity to comment on any correspondence with the SEC or its staff or any proposed material to be included in the Proxy Statement prior to transmission to the SEC or its staff and shall not transmit any such material to which Parent reasonably objects. If at any time prior to the Stockholders Meeting there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly prepare and mail to its stockholders such an amendment or supplement.
(c) Parent agrees to cause all Shares owned by Parent or any subsidiary of Parent to be voted in favor of the Company S...
Stockholder Approval; Preparation of Proxy Statement. (a) If stockholder approval of the Merger is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer, or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the Offer satisfying the Minimum Condition, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of the approval of the Merger and adoption of this Agreement. The Company shall, through the Company Board, recommend to its stockholders the approval of the Merger, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b). Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding shares of Common Stock the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 3-106 of the MGCL.
(b) If stockholder adoption of this Agreement is required by law, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), the Company shall, at Parent's request, as soon as practicable following Sub's purchase of shares of Common Stock in the Offer satisfying the Minimum Condition, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable efforts to respond to any comments of the SEC or its staff and, except to the extent that the Company Board shall have withdrawn or modified its approval or recommendation of the Offer or the Merger as permitted by Section 6.02(b), to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable after such filing. The Company shall notify Parent promptly of the 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 Proxy Statement or for additional information and shall supply Parent 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 Proxy Statement or the Merger. I...
Stockholder Approval; Preparation of Proxy Statement. (a) If the Company Stockholder Approval is required by law, the Company shall, at Parent's request, as soon as practicable following the expiration of the Offer in accordance with the terms of Section 1.1 of this Agreement, so long as permitted by law, duly call, give notice of, convene and hold a meeting of its
Stockholder Approval; Preparation of Proxy Statement. (a) If the approval of the Merger by the Company's Stockholders (the "Company Stockholder Approval") is required by law, the Company will, at Parent's request, as soon as practicable in accordance with applicable law following acceptance for payment of and payment for shares of Company Common Stock, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders' Meeting") for the purpose of obtaining such Company Stockholder Approval. The Company will, through its Board of Directors, subject to Section 6.5(b) hereof, recommend to its stockholders that such Company Stockholder Approval be given. Notwithstanding the foregoing, if Parent, Merger Sub or any other subsidiary of Parent shall acquire at least 90% of
Stockholder Approval; Preparation of Proxy Statement. National Cabling, acting through its Board of Directors, shall, in accordance with the IBCA and its certificate of incorporation and bylaws, promptly and duly call, give notice of, convene and hold as soon as practicable following the date hereof, a meeting of the National Cabling's stockholders to consider the Merger (the "Stockholders Meeting"), and National Cabling shall consult with Lite King in connection therewith. Unless the Board of Directors determines, based on such matters as it deems relevant, including consultation with National Cabling's outside legal counsel, that to do so is a breach of the fiduciary duties of the Board of Directors of National Cabling under applicable Law, the Board of Directors of National Cabling shall declare that this Agreement is advisable and recommend that the Agreement and the transactions contemplated hereby be approved and adopted by the stockholders of National Cabling and included in the proxy statement to be sent to the stockholders in connection with such meeting a copy of such recommendations; provided, however, that, the Board of Directors of National Cabling shall submit this Agreement to National Cabling's stockholders, whether or not the Board of Directors of National Cabling at any time subsequent to the date hereof determines that this Agreement is no longer advisable or recommends that the stockholders of National Cabling reject it. Unless the Board of Directors of National Cabling has withdrawn its recommendation of this Agreement in compliance herewith, National Cabling shall use reasonable efforts to solicit from stockholders of National Cabling proxies in favor of the approval and adoption of this Agreement and the Merger and to secure the vote or consent of stockholders required by the IBCA and its certificate of incorporation and bylaws to approve and adopt this Agreement and the Merger.
Stockholder Approval; Preparation of Proxy Statement. If the Company Stockholder Approval is required by law, the Company will, at Parent's request, as soon as practicable following the acceptance for payment of, and payment for, any Shares by Sub pursuant to the Offer and the expiration of the Offer, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company will, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. Notwithstanding the foregoing, if Sub or any other subsidiary of Parent shall acquire at least 90% of the outstanding Shares, the parties shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Stockholders Meeting in accordance with Section 253 of the DGCL. 21
Stockholder Approval; Preparation of Proxy Statement. 5.16.1. USDATA shall take all action necessary in accordance with its Certificate of Incorporation, By laws or any other constitutive documents, Applicable Law and applicable stock exchange rules to obtain the approval of the stockholders of USDATA of this Agreement and the Asset Purchase. Subject to Section 5.7 hereof, the Board shall recommend that USDATA's stockholders vote to approve this Agreement and the Asset Purchase contemplated hereby, and, if USDATA shall obtain such stockholder approval by convening a stockholders meeting, it shall use its reasonable best efforts to solicit from the stockholders proxies in favor of the approval of this Agreement and the Asset Purchase contemplated hereby.
5.16.2. In the event that USDATA obtains the stockholder approval contemplated by Section 5.16.1 through a stockholders meeting then if required by Applicable Law or applicable stock exchange rules, USDATA shall prepare a proxy statement and file it with the SEC as promptly as practicable after such determination to convene a meeting is made by USDATA. As promptly as practicable after it has been filed with the SEC, USDATA shall mail the proxy statement to its stockholders as of the record date for the stockholder meeting.
5.16.3. To the extent applicable, USDATA shall as promptly as practicable notify Purchaser of the receipt of any comments from the SEC relating to the proxy statement and any request by the SEC for any amendment to the proxy statement or for additional information. All filings by USDATA with the SEC in connection with the transactions contemplated hereby, if any, including the proxy statement, shall be subject to the prior review of Purchaser, and all mailings to USDATA's stockholders in connection with the transactions contemplated by this Agreement shall be subject to the prior review of Purchaser.
Stockholder Approval; Preparation of Proxy Statement. Preparation of Registration Statement..................... 30 -------------------------------------
Stockholder Approval; Preparation of Proxy Statement. (a) The Company shall, as soon as practicable, duly call, give notice of, convene and hold a meeting of its stockholders (the "STOCKHOLDER MEETING") for the purpose of obtaining the Company Stockholder Approval. The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. The Company shall, at the direction of Parent, solicit from holders of Shares entitled to vote at the Stockholder Meeting proxies in favor of the Company Stockholder Approval and shall take all other action necessary or, in the judgment of Parent, helpful to
Stockholder Approval; Preparation of Proxy Statement. (a) The Company shall, as soon as practicable, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholder Meeting") for the purpose of obtaining the Company Stockholder Approval. The Company shall, through its Board of Directors, recommend to its stockholders that the Company Stockholder Approval be given. The Company shall, at the direction of Parent, solicit from holders of Shares entitled to vote at the Stockholder Meeting proxies in favor of the Company Stockholder Approval and shall take all other action necessary or, in the judgment of Parent, helpful to
