Stockholder Notices. As soon as available, the Borrower Representative shall furnish to the Lender, (i) a copy of each financial statement, report, notice or proxy statement sent by any Borrower to its stockholders in their capacity as stockholders and (ii) a copy of each regular, periodic or special report, registration statement or prospectus filed by any Borrower with any securities exchange or the Securities and Exchange Commission or any successor agency.
Stockholder Notices. For its information, the Company will transmit to the Holder any such information, documents and reports as are generally distributed to the holders of any class or series of the securities of the Company, concurrently with the distribution thereof to such holders.
Stockholder Notices. As soon as available, a Responsible Officer of Peak officer shall furnish to the Lender, (i) a copy of each financial statement, report, notice or proxy statement sent by any Borrower to its stockholders in their capacity as stockholders and (ii) a copy of each regular, periodic or special report, registration statement or prospectus filed by any Borrower with any securities exchange or the Securities and Exchange Commission or any successor agency.
Stockholder Notices. The Company shall have provided the Stockholder Notices and the Section 262 Notice to each holder of Capital Stock whose consent was not obtained under the Stockholder Consent.
Stockholder Notices. The Company shall have prepared for each Stockholder all notices required to be given to the Stockholders either pursuant to the DGCL, including without limitation, notices of (a) any written consents in lieu of a meeting of stockholders of the Company approving the Merger and (b) dissenter’s rights regarding the Merger. All such notices shall be in form and substance approved by counsel to KIT.
Stockholder Notices. (a) Premise shall promptly, but in no event later than five (5) Business Days after the Closing Date or such earlier date as may be required under the Delaware General Corporation Law, deliver notice to its Stockholders of the Company Stockholder Approval and the availability of appraisal rights (along with such other information required under applicable law), pursuant to and in accordance with the applicable provisions of the Delaware General Corporation Law (including Section 228(e)) and the Premise Certificate of Incorporation and Bylaws of Premise (the “Stockholder Notice”).
(b) As soon as practicable following execution of this Agreement, if the Stockholder Written Consents are not delivered within two hours after execution, and without limiting any of the rights of Eclipsys hereunder, Premise shall take all action necessary in accordance with Delaware law and the Premise Certificate of Incorporation and Bylaws of Premise to duly call, give notice of, convene and hold a meeting for Stockholders to consider and vote upon the adoption and approval of this Agreement, the Merger and the other transactions contemplated hereby, including the appointment of the Stockholders’ Representative, or solicit the written consent of Stockholders thereto. Subject to Section 6.6, Premise shall, through its Board of Directors, recommend to the Stockholders the adoption and approval of this Agreement and shall not withdraw, modify or change such recommendation, and shall use reasonable efforts to obtain the Company Stockholders’ Approval.
Stockholder Notices. None of the information supplied or to be supplied by Parent, Acquirer or Merger Sub for inclusion in the Stockholder Notices or any amendment or supplement thereto (other than any of the information supplied or to be supplied by the Company for inclusion therein) 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 Notices. The Company shall have provided the Stockholder Notices and the California Notice to each holder of Company Capital Stock whose consent was not obtained under the Stockholder Consent.
Stockholder Notices. (a) In accordance with and in satisfaction of the requirements of Section 262 of the DGCL, NEXA covenants and agrees to cause a written notice to be delivered on the date hereof to each stockholder of NEXA who did not execute the Written Consent and to deliver any additional notice or other information to the stockholders of NEXA as may be required by the DGCL. NEXA shall cause to be delivered to each holder of NEXA Shares all notices relating to this Agreement and the Merger required by the Certificate of Incorporation.
(b) NEXA agrees to use commercially reasonable efforts to cause all stockholders of NEXA (other than those who have previously executed the Written Consent) approve and adopt this Agreement and the Merger by executing and joining the Written Consent. NEXA shall provide the stockholders of NEXA with the Disclosure Materials as shall be required by applicable law.
(c) NEXA shall submit to ACQUIROR the form of any written notice and other Disclosure Materials to be transmitted to stockholders pursuant to subsections (a) and (b) prior to delivery thereof to the stockholders and shall not transmit to its stockholders any such notice or Disclosure Material to which ACQUIROR reasonably objects.
Stockholder Notices. As promptly as practicable after the date of this Agreement and in any event within the time periods required by the DGCL, the Company will provide to each Stockholder that has not approved and adopted this Agreement notice, in form and substance reasonably satisfactory to Purchaser, to the extent required by Section 262 of the DGCL and by Section 228 of the DGCL in connection with the approval and adoption of this Agreement, the Merger and the other Contemplated Transactions by the Principal Stockholders.
