Stockholder Notice. None of the information supplied or to be supplied by Acquirer for inclusion in the Stockholder Notice or any amendment or supplement thereto will contain, as of the date or the mailing of such document, any untrue statement of a material fact, or will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
Stockholder Notice. (a) As soon as practical following the execution of this Agreement, the Company will use commercially reasonable efforts to deliver to CS the duly and validly executed Stockholder Written Consents constituting approval and adoption by the Requisite Stockholder Vote of (i) this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) the escrow and indemnification obligations of the Indemnifying Parties set forth in Article VII hereof and the Escrow Agreement and the deposit of cash equal to the Indemnity Escrow Amount and the Net Working Capital Adjustment Escrow Amount into the applicable Escrow Fund, and (iii) the appointment of Nxx Xxxxxxx, as the Stockholder Representative (the “Stockholder Approval”).
(b) As soon as practical following the execution of this Agreement:
(i) deliver notice to its Stockholders of the Stockholder Approval and the availability of appraisal rights, pursuant to and in accordance with the applicable provisions of Delaware Law and the Company Charter Documents (the “Stockholder Notice”);
(ii) solicit the Stockholders who have not already executed Stockholder Written Consents to waive their appraisal rights and approve the matters set forth in Section 5.3(a) hereof; and
(iii) submit to the Stockholders for approval (in a manner reasonably satisfactory to CS), by such number of Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits that may separately or in the aggregate, constitute Section 280G Payments (which determination shall be made by the Company and shall be subject to reasonable review and approval by CS), such that such payments and benefits shall not be deemed to be Section 280G Payments, and, if applicable, prior to the Effective Time, the Company shall deliver to CS evidence reasonably satisfactory to CS that (A) a Stockholder vote was solicited in conformance with Section 280G and the regulations promulgated thereunder and the requisite Stockholder approval was obtained with respect to any Section 280G Payments that were subject to the Stockholder vote, or (B) that the 280G Stockholder approval was not obtained and, as a consequence, that such payments and/or benefits shall not be made or provided to the extent they would cause any amounts to constitute Section 280G Payments, pursuant to the waivers of those payments and/or benefits, which were executed by the affected individuals prior to the Stockholder vote.
(c) Notwithstanding the forego...
Stockholder Notice. Promptly following receipt of the Required Company Stockholder Vote, the Company shall prepare and mail a notice (the “Stockholder Notice”) to every stockholder of the Company that did not execute the Stockholder Written Consent. The Stockholder Notice shall (i) be a statement to the effect that the Company Board determined that the Merger is advisable in accordance with Section 251(b) of the DGCL and in the best interests of the stockholders of the Company and approved and adopted this Agreement, the Merger and the other Contemplated Transactions, (ii) provide the stockholders of the Company to whom it is sent with notice of the actions taken in the Stockholder Written Consent, including the adoption and approval of this Agreement, the Merger and the other Contemplated Transactions in accordance with Section 228(e) of the DGCL and the certificate of incorporation and bylaws of the Company and (iii) include a description of the appraisal rights of the Company’s stockholders available under the DGCL, along with such other information as is required thereunder and pursuant to applicable Law.
Stockholder Notice. On the Closing Date, Parent and the Company shall use commercially reasonable efforts to make a determination as to whether or not the Mergers constitute a “reorganization” within the meaning of Section 368(a) of the Code, which determination shall be made reasonably and in good faith after consultation with tax counsel, but shall not constitute a representation, warranty, covenant, obligation or guarantee of any kind whatsoever to the Company, its stockholders or any other Person with respect thereto (and no such Person shall be entitled to rely on such determination in any respect). In making such determination, Parent and the Company shall be entitled to rely on certain customary assumptions and representations reasonably acceptable to Parent and the Company after consultation with tax counsel, including representations set forth in certificates of officers of Parent and the Company, which Parent and the Company shall use commercially reasonable efforts to cause to be promptly provided to each other if requested by the other party. As soon as practicable after the Closing, Parent shall inform the stockholders in writing of any such determination made pursuant to this Section 6.21. Each of the Company, Parent, and Acquisition Sub shall report the Mergers and the other transactions contemplated by this Agreement in a manner consistent with any determination made pursuant to this Section 6.21, except as otherwise required by Applicable Law.
Stockholder Notice. Upon delivery by the Purchasers to the Company of the Voting and Ratification Agreements described in Section 4.5 hereof at the completion of the Class A Closing, the Company shall send to each of its stockholders a Stockholder Notice, in form and substance satisfactory to the Purchasers.
Stockholder Notice. Upon completion of the Class A Closing, the Company shall have mailed to its stockholders the Stockholder Notice described in Section 4.4 hereof.
Stockholder Notice. Subject to the Articles of Incorporation, the Stockholders who intend to nominate persons to the Board of Directors or propose any other action at an annual meeting of Stockholders must timely notify the Secretary of the Company of such intent. To be timely, a Stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 50 days nor more than 90 days prior to the date of such meeting; provided, however, that in the event that less than 75 days' notice of the date of the meeting is given or made to Stockholders, notice by the Stockholder to be timely must be received not later than the close of business on the 15th day following the date on which such notice of the date of the annual meeting was mailed. Such notice must be in writing and must include a (i) a brief description of the business desired to the brought before the annual meeting and the reasons for conducting such business at the meeting; (ii) the name and record address of the Stockholder proposing such business; (iii) the class, series and number of shares of capital stock of the Company which are beneficially owned by the Stockholder; and (iv) any material interest of the Stockholder in such business. The Board of Directors reserves the right to refuse to submit any such proposal to stockholders at an annual meeting if, in its judgment, the information provided in the notice is inaccurate or incomplete.
Stockholder Notice. The selling Holder shall provide written notice ("STOCKHOLDER NOTICE") to Parent no less than three (3) business days prior to such Holder's intended sale. Within two (2) business days of receipt of the Stockholder Notice, Parent will inform such Holder in writing if the registration statement and final prospectus then on file with the SEC is current and otherwise complies with the Securities Act such that sales may be made thereunder. Beginning immediately upon receipt of notice from Parent that the registration statement is current and complies with the Securities Act, such Holder shall then have ten (10) business days to sell the Registrable Securities proposed to be sold, unless the notice from Parent specifies that no sale may be made until the date of intended sale, as specified in the Stockholder Notice, in which case the Holders must wait until the date of the intended sale to make such sale and Holder shall have ten (10) business days thereafter to make such sale. After such ten (10) day period, the seller shall once again comply with the procedures set forth in this Section 5.a prior to any further sales;
Stockholder Notice. On December 31, 2002, the Company shall mail to all stockholders of the Company a letter alerting such stockholders to the omission of the Company to obtain stockholder approval of the issuance and sale of the Securities, which would otherwise be required by the rules of the Trading Market, and indicating that the audit committee of the board of directors of the Company has expressly approved the Exemption.
Stockholder Notice. Within ten (10) days following the Closing Date, the Company shall provide written notice to any Company Stockholder not voting in favor of, or providing written consent for, approval of this Agreement, and the transactions contemplated hereby, in accordance with Section 262(d) of the DGCL. Such notice shall be in a form and substance reasonably satisfactory to the Parent.
