Stockholder Solicitation Sample Clauses
The Stockholder Solicitation clause governs how and when a company or its representatives may communicate with stockholders to solicit their votes or consents on corporate matters. Typically, this clause outlines permissible methods of solicitation, such as written communications, meetings, or proxy statements, and may set restrictions to ensure compliance with securities laws and prevent misleading or unauthorized solicitations. Its core function is to establish clear procedures and boundaries for stockholder engagement, thereby promoting transparency and fairness in corporate decision-making processes.
Stockholder Solicitation. For so long as a Seller or any of such Seller’s respective Affiliates, heirs, successors or assigns, owns any interest in Buyer Parent, none of such Seller or any of such Seller’s respective Affiliates, heirs, successors or assigns shall, and each shall cause their Affiliates not to: (a) directly or indirectly initiate, solicit, seek, knowingly encourage, or knowingly facilitate the making of, any submission or announcement of a matter or proposal (a “Proposal”) at a meeting of Buyer Parent’s stockholders, or that constitutes, or could reasonably be expected to lead to, any Proposal, (b) solicit proxies with respect to a Proposal, or (c) initiate a stockholders’ vote or action by written consent of Buyer Parent’s stockholders with respect to a Proposal, unless and until such Proposal has been recommended for stockholder approval by Buyer Parent’s board of directors. Nothing in this provision shall limit any right any Seller may have, if applicable, from voting on proposals or matters properly brought before the stockholders of Buyer Parent at an annual or special meeting of the stockholders.
Stockholder Solicitation. 25 (k) Stock Option Agreements.............................................25 (l) Funded Indebtedness.................................................25 6. CONDITIONS TO OBLIGATIONS OF THE PURCHASERS................................26 (a) Representations and Warranties......................................26 (b) Performance.........................................................26 (c) Absence of Litigation...............................................26 (d) Opinion of Counsel to the Company and Subsidiaries..................26 (e) Consents............................................................27 (f) Assignment of Intellectual Property.................................27 (g) Contemporaneous Transactions........................................27 (h) Closing Papers......................................................28 (i) Absence of Material Adverse Effect..................................28 (j) Proceedings.........................................................28 (k) Legends.............................................................29 (l) Private Equity Fee..................................................29
Stockholder Solicitation. On the date hereof, the Company shall provide proper notice pursuant to the Existing Stockholders Agreement to its stockholders party thereto regarding such stockholders' preemptive right to purchase Shares under, and as a result of the transactions contemplated by, this Agreement and soliciting each such stockholder's agreement to enter into the Restated Stockholders Agreement. The Company shall use its reasonable best efforts to obtain each such stockholder's execution and delivery of the Restated Stockholders Agreement during the Stockholder Solicitation Period. All documents delivered to such stockholders shall be subject to the prior review and approval (not to be unreasonably withheld) of UBS.
Stockholder Solicitation. (a) Immediately following the execution of this Agreement, the Company shall solicit the written consent from all of the Company Stockholders in the form of the Stockholder Written