Stockholder Meeting. SSE will submit to its stockholders this Agreement and any other matters required to be approved or adopted by stockholders in order to carry out the intentions of this Agreement. In furtherance of that obligation, SSE will take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to call and give notice of a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of considering and voting on approval and adoption of this Agreement and the transactions provided for in this Agreement and mail the Proxy Statement as promptly as possible, and convene and hold the Stockholder Meeting as promptly as possible after the mailing date of the Proxy Statement, after SSE has been notified that NVSL has filed all applications to Governmental Entities to obtain all approvals, consents and waivers required to permit the consummation of the transactions contemplated by this Agreement. SSE’s Board of Directors will use all reasonable best efforts to obtain from SSE’s stockholders a vote approving this Agreement. Except as provided in this Agreement, (i) SSE’s Board of Directors shall recommend to SSE’s stockholders approval of this Agreement, (ii) the Proxy Statement shall include a statement to the effect that SSE’s Board of Directors has recommended that SSE’s stockholders vote in favor of the approval of this Agreement and (iii) neither SSE’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, the recommendation of SSE’s Board of Directors that SSE’s stockholders vote in favor of approval of this Agreement or make any statement in connection with the Stockholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”). Notwithstanding the foregoing, if (x) SSE has complied in all material respects with its obligations under Section 5.1, (y) SSE (1) has received an unsolicited bona fide written Acquisition Proposal from a third party that SSE’s Board of Directors concludes in good faith constitutes a Superior Proposal after giving effect to all of the adjustments that may be offered by NVSL pursuant to clause (3) below, (2) has notified NVSL, at least five business days in advance, of it is intention to effect a Change in Recommendation, specifying the material terms and conditions of any such Superior Proposal and furnishing to NVSL a copy of the relevant proposed transaction documents, if such e...
Stockholder Meeting. (a) The Company will duly call, give notice of, convene and hold a meeting of stockholders (the "Stockholder Meeting") for the purpose of considering the approval of this Agreement and at such meeting call for a vote and cause proxies to be voted in respect of the approval and adoption of this Agreement. The Stockholder Meeting shall be held as soon as practicable following the purchase of Shares pursuant to the Offer, and the Company will, through its Board of Directors, recommend to its stockholders the approval of this Agreement, and shall not withdraw or modify such recommendation. The record date for the Stockholder Meeting shall be a date subsequent to the date Parent or Sub becomes a record holder of Company Common Stock purchased pursuant to the Offer.
(b) The Company shall, at Parent's request, as soon as practicable following the expiration of the Offer, prepare and file a preliminary Proxy Statement with the SEC and shall use its reasonable best 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 after responding to all such comments to the satisfaction of the staff. 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. If at any time prior to the Stockholder 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. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. Parent shall cooperate with the Company in the preparation of the Proxy Statement or any amendment or supplement thereto, including the supply of any information required to be included in the Proxy Statement regarding Parent or Sub.
(c) Parent agrees to cause all Shares purchased pursuant to the Offer and all other Shares owned by Parent or any subsidiary of Parent to be voted in favor of approval of the Merger.
Stockholder Meeting. (a) The Company shall (i) take all action necessary in accordance with applicable Law and its charter and bylaws to duly call, give notice of, convene and hold a meeting of its stockholders as promptly as practicable after the Registration Statement is declared effective, for the purpose of obtaining the Company Stockholder Approval (the “Company Meeting”); provided that the Company shall be entitled to one (1) or more, but no more than three (3), adjournments or postponements of the Company Meeting if it determines (in consultation with Parent) it is reasonably advisable to do so to obtain a quorum or to obtain the Company Stockholder Approval; and provided, further, that in no event shall any such adjournment or postponement result in a delay of a period exceeding ten (10) Business Days, in the aggregate, without Parent’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), and (ii) unless there has been a Company Change of Recommendation in accordance with Section 6.5, use reasonable best efforts to solicit from its stockholders proxies in favor of the approval of the First Merger and the transactions contemplated by this Agreement. No Company Change of Recommendation shall obviate or otherwise affect the obligation of the Company to duly call, give notice of, convene and hold the Company Meeting for the purpose of obtaining the Company Stockholder Approval in accordance with this Section 6.7(a).
(b) The Company and Parent shall reasonably cooperate and shall use reasonable best efforts to cause the Company Meeting to occur as soon as reasonably practicable after the date of this Agreement. The Company shall provide written updates to Parent with respect to the proxy solicitation for the Company Meeting, including interim results, as reasonably requested by Parent from time to time.
(c) Immediately following the execution and delivery of this Agreement, (i) Parent, in its capacity as the sole stockholder of Merger Sub 1, shall execute and deliver, in accordance with applicable Law and its organizational documents, a written consent adopting this Agreement and (ii) Parent, in its capacity as the sole stockholder of Merger Sub 2, shall executed and deliver, in accordance with applicable Law and its organizational documents, a written consent adopting this Agreement. Such consents shall not be modified or rescinded and Parent shall deliver copies of such consents to the Company promptly upon the execution thereo...
Stockholder Meeting. Subject to Section 6.3, the Company shall cause a meeting of its Stockholders (the "Company Stockholder Meeting") to be duly called and held as promptly as reasonably practicable after the date hereof for the purpose of obtaining the Company Stockholder Approval. Subject to Section 6.3 hereto, (i) the Company's Board of Directors shall recommend approval and adoption by its Stockholders of this Agreement and the transactions contemplated hereby, including the Merger (the "Company Recommendation") and (ii) the Company shall take all other reasonable lawful action to solicit and secure the Company Stockholder Approval. The Company Recommendation, together with a copy of the opinion referred to in Section 4.16(b), shall be included in the Proxy Statement. Holding and Acquiror or their agents shall have the right to solicit from the Company Stockholders proxies in favor of adoption of this Agreement and the transactions contemplated hereby.
Stockholder Meeting. 32 Section 6.2 Access to Information............................................33 Section 6.3 Directors........................................................33 Section 6.4 Fees and Expenses................................................34 Section 6.5 Company Stock Options............................................35 Section 6.6 Warrants.........................................................35 Section 6.7 Reasonable Best Efforts..........................................36 Section 6.8 Public Announcements.............................................36 Section 6.9 State Takeover Laws..............................................37 Section 6.10 Indemnification; Directors and Officers Insurance................37
Stockholder Meeting. (i) The Company will take all necessary action in accordance with the DGCL, the Charter, the Bylaws and the rules of Nasdaq to establish a record date for, call, give notice of, convene and hold a meeting of the Company Stockholders as promptly as reasonably practicable following the date of this Agreement for the purpose of voting upon the adoption of this Agreement in accordance with Delaware Law (the “Company Stockholder Meeting”). The Company will, subject to Section 7.1(b)(ii), convene and hold the Company Stockholder Meeting on or around the 20th Business Day following the mailing of the Proxy Statement to the Company Stockholders.
(ii) Notwithstanding anything to the contrary in this Agreement, the Company will be able to postpone or adjourn the Company Stockholder Meeting only if (A) there are not holders of a sufficient number of Shares present or represented by proxy at the Company Stockholder Meeting to constitute a quorum at the Company Stockholder Meeting, (B) the Company is required to postpone or adjourn the Company Stockholder Meeting by Applicable Law, order or a request from the SEC or its staff, or (C) the Company Board (or any committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by Applicable Law to postpone or adjourn the Company Stockholder Meeting, including, if the Company Board has determined in good faith (after consultation with outside legal counsel) that it is required by Applicable Law in order to give the Company Stockholders sufficient time to evaluate any information or disclosure that the Company has sent to the Company Stockholders or otherwise made available to the Company Stockholders (including in connection with any Company Board Recommendation Change). In no event will the Company Stockholder Meeting be postponed or adjourned (i) by more than ten (10) calendar days at a time without the prior written consent of Parent; (ii) with respect to Section 7.1(b)(ii)(A), by more than thirty (30) calendar days after the date on which the Company Stockholder Meeting was (or was required to be) originally scheduled without the prior written consent of Parent or (iii) with respect to Section 7.1(b)(ii)(C), by more than ten (10) Business Days, or such other amount of time reasonably agreed by the Company and Parent to be necessary to comply with Applicable Law, and, in the case of each of the foregoing clauses (i) through (iii) in no event shall the Company Stockholder...
Stockholder Meeting. 29 6.3. Acquisition Proposals; Board Recommendation................................................ 29
Stockholder Meeting. Xoom shall promptly after the date hereof take ------------------- all action necessary in accordance with applicable law and its certificate of incorporation and bylaws to duly call, hold and convene a meeting of Xoom's stockholders (the "Xoom Stockholder Meeting") and a meeting of Xoom 2's ------------------------ stockholder (the "Xenon 2 Stockholder Meeting). Except as required by the SEC ---------------------------- or applicable court order, Xoom shall not postpone or adjourn (other than for the absence of a quorum) the Xoom Stockholder Meeting or the Xenon 2 Stockholder Meeting without the consent of NBC. Notwithstanding anything in this Agreement to the contrary, Xenon 2 shall, and Xoom shall cause Xenon 2, to duly call, hold and convene the Xenon 2 Stockholder Meeting immediately after Xoom Stockholders Meeting, and Xoom, in its capacity as sole stockholder of Xenon 2, shall vote with respect to the adoption of this Agreement at the Xenon 2 Stockholder Meeting as instructed by the votes of at least a majority of the Xoom Stockholders at the Xoom Stockholder Meeting. Each of Xenon 2 and Xoom shall not
(i) the Xenon 2 Stockholder Meeting to occur at or after the effectiveness of the merger contemplated by the Xenon 2 Merger Agreement or (ii) the adoption of this Agreement by the stockholder of Xenon 2 to be effected by a written consent to action without a meeting. Neither NBC, Xenon 2 nor Xoom shall in any way challenge the validity, enforceability or effectiveness of the voting agreements or proxies entered into by certain stockholders of Xoom in connection with this Agreement or the Xenon 2 Merger Agreement and the transactions contemplated hereby and thereby. Xoom shall take all other action necessary or advisable to secure the Stockholder Approvals subject to the fiduciary duty set forth in Section 5.5. Without limiting the generality of the ----------- foregoing but subject to its rights to terminate the Agreement pursuant to Section 9.1(g), Xoom agrees that its obligations pursuant to this Section 6.2 -------------- ----------- shall not be affected by the commencement, public proposal, public disclosure or communication to Xoom of any Material Transaction Proposal.
Stockholder Meeting. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held after the purchase of and payment for the shares of Company Common Stock pursuant to the Offer for the purpose of voting on the approval and adoption of this Agreement and the Merger, if such meeting is required. Subject to Section 7.04, the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's stockholders and shall not withdraw such recommendation.
Stockholder Meeting. The Company and its Board of Directors (the "Company Board") shall take all action necessary in accordance with applicable law, the requirements of the Nasdaq National Market and the Company's Restated Certificate of Incorporation (the "Company Charter") and Bylaws to duly call and hold, as soon as reasonably practicable after the date hereof, a meeting of the Company's stockholders (the "Special Meeting") for the purpose of considering and voting upon the approval and adoption of this Agreement and the Merger contemplated hereby (the "Merger Proposal"). The only matters the Company shall propose to be acted on by the Company's stockholders at the Special Meeting shall be the Merger Proposal and related matters incidental to the consummation of the Merger and, if so determined by the Company and with the consent of Liberty Media (which shall not be unreasonably withheld), such other matters as are customarily presented to stockholders at an annual meeting. Subject to Section 7.5(c), the Company Board will recommend that the Company's stockholders vote in favor of approval of the Merger Proposal and include such recommendation in the Proxy Statement, and the Company will use its commercially reasonable efforts to solicit from its stockholders proxies in favor of such approval and to secure the vote of stockholders of the Company required by the DGCL and the Company Charter to effect the Merger. The Company shall not require any vote greater than a majority of the votes entitled to be cast by the holders of the issued and outstanding shares of Company Common Stock for approval of the Merger Proposal.
