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. 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. For the avoidance of doubt, if the Mergers constitute a “reorganization” within the meaning of Section 368(a) of the Code, this Agreement is intended to be, and is hereby adopted as, a “plan of reorganization” for purposes of Section 354 and 361 of the Code and Treasury Regulations Section 1.368-2(g) and 1.368-3(a), to which the Company, Parent and Acquisition Sub are parties under Section 368(b) of the Code.
Stockholder Notice. The selling Holder shall provide written notice ("STOCKHOLDER NOTICE") to AXT xx less than five (5) business days prior to such Holder's intended sale. Within three (3) business days of receipt of the Stockholder Notice, AXT xxxl 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. After receipt of notice from AXT xxxt 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 AXT xxxcifies that no sale may be made until the date of intended sale as specified in the Stockholder Notice, in which case such Holder must wait until the date of the intended sale to make such sale and such Holder shall have ten (10) business days thereafter to made such sale. After such ten (10) day period, the Holder shall once again comply with the procedures set forth in this SECTION 3(a) prior to any further sales.
Stockholder Notice. Within 20 days following the receipt by the ------------------ Company of the Notice of Offer, each other Stockholder desiring to purchase any of the Offered Securities shall notify the Selling Stockholder as to the number of Offered Securities, if any, that it is electing to purchase (such notification shall be referred to hereinafter as the "Stockholder Acceptance"). The Stockholder Acceptance shall be deemed to be an irrevocable commitment to purchase from the Selling Stockholder the number of Offered Securities set forth in such Stockholder Acceptance (or such lesser amount as a result of any reduction required). It is the agreement of the parties that the other Stockholders as a group shall purchase all or none of the Offered Securities (including any related Senior Subordinated Debt) unless the Selling Stockholder elects to permit the other Stockholders to purchase less than all of the Offered Securities. If the number of Offered Securities is less than the total number included in all Stockholder Acceptances, then the number of Offered Securities shall be allocated as nearly as practicable among each Stockholder who elected to purchase Offered Securities in the proportion that the number of shares of Common Stock held by such Stockholder bears to the total number of shares of Common Stock outstanding (for purposes of these calculations, all outstanding Options and Warrants shall be deemed to have been exercised) held by all other Stockholders electing to purchase Offered Securities. Each Stockholder shall have a right of over-subscription such that if any Stockholder having a similar right fails to exercise such right to purchase its pro rata portion of the Offered Securities, the Company shall promptly notify the other Stockholders and such Stockholders may purchase the non-purchasing Stockholder's portion on a pro rata basis, within five days of the date of the Company's notice. Notwithstanding anything contained herein to the contrary, solely for purposes of this Section 3, if a Selling Stockholder offers Senior Subordinated Debt as part of a strip of securities to be sold together with the Offered Securities, then a Stockholder Acceptance must include a pro rata share of such Senior Subordinated Debt; provided, however, if such offer is not accepted, the Selling Stockholder must include the offered Senior Subordinated Debt in any permitted Transfer of the Offered Securities during the 90-day period referred to in Section 3.3.
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. 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. 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 Company shall deliver to each holder of Company Common Stock and Company Preferred Stock the notice required by Section 262(d)(2) of the DGCL in form and substance reasonably satisfactory to Parent. In addition, within five (5) business days after the date of this Agreement, the Company will provide Parent for its review an information statement describing the Merger, this Agreement and the transactions contemplated hereby, together with such other information as determined necessary by Parent in order to comply with applicable disclosure and other requirements of Regulation D under the Securities Act (the “Information Statement”). Within one (1) business day after the Company and Parent are reasonably satisfied with the form thereof, the Company shall distribute to each of the Company’s stockholders a copy of the Information Statement and the Company Stockholder Consents.
Stockholder Notice. On the Closing Date, Parent and the Company shall make a determination as to whether or not the Merger constitutes 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. 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. As soon as practicable after the Closing, Parent shall inform the stockholders in writing of the determination made pursuant to this Section 6.23.
