Stockholder Meeting; Proxy Statement. (a) As promptly as practicable following the date hereof (and in any event, but subject to Parent’s timely performance of its obligations under Section 6.4(b), within fifteen (15) Business Days of the date hereof or such later date as to which Parent consents in writing (such consent not to be unreasonably withheld, conditioned or delayed)), the Company shall prepare and shall cause to be filed with the SEC in preliminary form a proxy statement on Schedule 14A relating to the Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”). Except as expressly contemplated by Section 6.5(e), the Proxy Statement shall include the Company Recommendation, the Fairness Opinion and any materials required to be provided to the stockholders of the Company pursuant to the FBCA. The Company will cause the Proxy Statement, at the time of the mailing of the Proxy Statement or any amendments or supplements thereto, and at the time of the Stockholders’ Meeting, not to 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; provided, however, that no representation or warranty is made by the Company with respect to information supplied by Parent or Acquisition Sub for inclusion or incorporation by reference in the Proxy Statement. The Company shall cause the Proxy Statement to comply in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder and to satisfy all rules of NASDAQ. The Company shall promptly notify Parent’s counsel upon the receipt of any comments, whether written or oral, from the SEC or the staff of the SEC, or any request from the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement, and shall promptly provide Parent’s counsel with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC or the staff of the SEC with respect to the Proxy Statement, and the Company shall consult with Parent and its counsel prior to submitting to the SEC or the staff of the SEC any response to any such comments. Prior to the filing of the Proxy Statement ...
Stockholder Meeting; Proxy Statement. (a) BHC shall take all action necessary in accordance with Applicable Law, its Certificate of Incorporation and it bylaws duly to call, give notice of, convene and hold the annual or a special meeting of its stockholders (the "Stockholder Meeting") as promptly as practicable after the date hereof. At the Stockholder Meeting, the stockholders of BHC will be asked (i) to adopt and approve an amendment to BHC's Certificate of Incorporation to increase the number of shares of Common Stock authorized thereunder from 50,000,000 to at least 70,000,000 (the "Charter Amendment") and (ii) to approve the sale of the Fresh Produce Companies as contemplated by this Agreement and (iii) if applicable, any other matters required by Applicable Law or any national securities exchange or interdealer quotation system. The stockholder vote required for the adoption and approval of such matters shall be the vote required by the Delaware General Corporation Law and BHC's Certificate of Incorporation. The Board of Directors of BHC shall, subject to its fiduciary obligations under Applicable Law as advised by counsel, recommend to the stockholders of BHC that they vote in favor of the adoption and approval of the Charter Amendment and of this Agreement and the transactions contemplated hereby. BHC will use its reasonable best efforts to solicit from the stockholders of BHC proxies in favor of such approval and take all other action commercially reasonably necessary to secure a vote of the stockholders of BHC in favor of such adoption and approval. In the event that the stockholders of BHC approve the Charter Amendment, BHC shall take all actions necessary to implement the Charter Amendment as promptly as reasonably practicable.
Stockholder Meeting; Proxy Statement. (a) The Seller shall take all action reasonably necessary under applicable Law, its organizational documents and the rules and regulations of NASDAQ to call, give notice of, convene and hold a meeting of its stockholders (including any adjournment or postponement thereof, the “Stockholder Meeting”) as soon as practicable following the date hereof for the purpose of obtaining the Stockholder Approval. Unless this Agreement has been terminated per Section 6.1, the Seller’s obligations under this Section 4.10 will not be affected by the commencement, public proposal, public disclosure or communication to the Seller of any Alternative Proposal or by the Seller’s board of directors effecting any Change of Recommendation.
Stockholder Meeting; Proxy Statement. (a) The Company shall take all action necessary in accordance with applicable Law and its certificate of incorporation and bylaws to cause a meeting of its stockholders (the “Stockholders’ Meeting”) to be duly called and held as soon as reasonably practicable following the clearance of the Proxy Statement by the SEC for the purpose of considering, approving and adopting this Agreement, the Merger and the transactions contemplated hereby. Subject to the terms of this Agreement, the Company Board shall recommend approval and adoption of this Agreement and the Merger by the Stockholders. In connection with such Company Stockholders’ Meeting, the Company shall (i) promptly prepare and file with the SEC, use reasonable efforts to have cleared by the SEC and thereafter mail to the Stockholders as promptly as practicable, the Proxy Statement and any amendments or supplements thereto and all other proxy materials for such meeting, (ii) subject to the terms of this Agreement, use reasonable efforts to solicit from the Stockholders proxies in favor of the Merger and secure Company Stockholder Approval, and (iii) otherwise comply with all legal requirements applicable to such meeting.
Stockholder Meeting; Proxy Statement. (a) The Company, Purchaser and Merger Sub shall use their respective reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, the Securities Act and any other federal securities laws, and under any applicable state securities or blue sky Laws in connection with the Merger and the other transactions contemplated hereby.
Stockholder Meeting; Proxy Statement. (a) As promptly as reasonably practicable following the Closing, Buyer will take all action necessary in accordance with the TBOC and Buyer’s Organizational Documents to establish a record date for, duly and promptly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) for the purpose of voting upon the approval of the issuance of the Conversion Shares in accordance with the rules of the Nasdaq Stock Market. Buyer will cause the Stockholder Meeting to be held as promptly as reasonably practicable after the mailing of the Proxy Statement.
Stockholder Meeting; Proxy Statement. (a) BHC shall take all action necessary in accordance with Applicable Law, its Certificate of Incorporation and it bylaws duly to call, give notice of, convene and hold the annual or a special meeting of its stockholders (the "Stockholder Meeting") as promptly as practicable after the date hereof. At the Stockholder Meeting, the stockholders of BHC will be asked (i) to adopt and approve an amendment to BHC's Certificate of Incorporation to increase the number of shares of Common Stock authorized thereunder from 50,000,000 to at least 70,000,000 (the "Charter Amendment") and (ii) to approve the sale of the Fresh Produce Companies as contemplated by this Agreement and (iii) if applicable, any other matters required by Applicable Law or any national securities exchange or interdealer quotation system. The stockholder vote required for the adoption and approval of such matters shall be the vote required by the Delaware General Corporation Law and BHC's Certificate
Stockholder Meeting; Proxy Statement. WON shall include a proposal approving this Master Agreement and the other New Transaction Documents in a proxy statement (the “2007 Proxy”), and the WON Board of Directors shall recommend that the stockholders approve such proposal. WON shall prepare and file the 2007 Proxy with the Securities and Exchange Commission (“SEC”) as soon as practicable following the date hereof and shall use commercially reasonable efforts to have the 2007 Proxy declared effective as soon as practicable following such filing with the SEC. WON shall provide CBS with drafts of the 2007 Proxy and any amendments thereto sufficiently in advance of any filings with the SEC in order to allow CBS and its advisors an opportunity to review such drafts and provide any comments to WON prior to filing with the SEC, and CBS agrees that it will cause such review to be conducted promptly following receipt of such drafts. WON agrees that none of the information in the 2007 Proxy will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided that WON shall not be responsible for the accuracy of any information furnished in writing to WON by CBS expressly for use in the 2007 Proxy.
Stockholder Meeting; Proxy Statement. (a) Seller shall duly call, give notice of, convene and hold a meeting of its stockholders (the “Stockholder Meeting”) as promptly as practicable for the purpose of obtaining Stockholder Approval, and Seller shall use its best efforts to hold the Stockholder Meeting as soon as practicable after the date on which the Proxy Statement is cleared by the SEC.
Stockholder Meeting; Proxy Statement. (a) The Parties acknowledge and agree that this Agreement and the Transaction is conditioned on and subject to approval by the affirmative vote of holders of a majority of the outstanding shares of Parent common stock (excluding any shares held by Buyer or any affiliate of Buyer) as of the record date established for the Stockholders’ Meeting, voting as a single class at the Company Stockholders’ Meeting (the “Parent Stockholder Approval”).
