Common use of Stockholder Meeting; Proxy Material Clause in Contracts

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Board of Directors of the Company shall, subject to its fiduciary duties as advised by counsel, recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (a) will promptly prepare and file with the SEC, will use its best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (b) will use its best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (c) will otherwise comply with all legal requirements applicable to such meeting.

Appears in 1 contract

Samples: Merger Agreement (Donaldson Lufkin & Jenrette Inc /Ny/)

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Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Subject to Section 6.03(b), the Board of Directors of the Company shall, subject to its fiduciary duties as advised by counsel, shall recommend approval and adoption of this Agreement and the Merger by the Company's ’s stockholders. In connection with such that meeting, the Company shall (ai) will promptly prepare and file with the SEC, will use its best all commercially reasonable efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such that meeting, (bii) will use its best all commercially reasonable efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby by this Agreement and (ciii) will otherwise comply with all legal requirements applicable to such that meeting.

Appears in 1 contract

Samples: Merger Agreement (V F Corp)

Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "Company Stockholder MeetingCOMPANY STOCKHOLDER MEETING") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Board of Directors of In connection with such meeting, the Company shall, will (i) subject to its fiduciary duties as advised by counselSection 5.03(b), recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (aii) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (biii) will use its reasonable best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (civ) will otherwise comply with all legal requirements applicable to such meeting.

Appears in 1 contract

Samples: Merger Agreement (Computational Systems Inc)

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Stockholder Meeting; Proxy Material. The Company shall cause a meeting of its stockholders (the "Company Stockholder Meeting") to be duly called and held as soon as reasonably practicable for the purpose of voting on the approval and adoption of this Agreement and the Merger. The Board of Directors of In connection with such meeting, the Company shall, will (i) subject to its fiduciary duties as advised by counselSection 5.03(b), recommend approval and adoption of this Agreement and the Merger by the Company's stockholders. In connection with such meeting, the Company (aii) will promptly prepare and file with the SEC, will use its reasonable best efforts to have cleared by the SEC and will thereafter mail to its stockholders as promptly as practicable the Company Proxy Statement and all other proxy materials for such meeting, (biii) will use its reasonable best efforts to obtain the necessary approvals by its stockholders of this Agreement and the transactions contemplated hereby and (civ) will otherwise comply with all legal requirements applicable to such meeting.

Appears in 1 contract

Samples: Merger Agreement (Emerson Electric Co)

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