Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws:
(i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby;
(ii) subject to its fiduciary duties as determined in good faith by a majority of the Board, based upon the written opinion of outside counsel, include in the Proxy Statement (as amended or supplemented, the "Proxy Statement") required to be distributed to holders of Common Stock in connection with the Merger the recommendation of the Board that the stockholders of the Company vote in fa- vor of the approval and adoption of this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby and the written opinion of PaineWebber Incorporated (the "Financial Adviser") that the cash consideration to be received by the stockholders of the Company pursuant to the Merger is fair, from a financial point of view, to such stockholders; and
(b) The Company shall prepare and file with the Securities and Exchange Commission (the "SEC") the Proxy Statement and shall use all reasonable efforts to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof, have the Proxy Statement cleared by the SEC and cause the Proxy Statement to be mailed to the Company's stockholders at the earliest practicable time. The Company shall give Parent and its counsel the opportunity to review the Proxy Statement prior to its being filed with the SEC and shall consult with Parent and its counsel regarding comments made by the SEC. At such meeting, Parent, Newco and their affiliates will vote all Shares owned by them (or with respect to which such entities exercise voting control) in favor of approval and adoption of this Agreement and the transactions contemplated hereby.
Stockholders’ Meeting; Proxy Statement. Delphax shall call and hold a meeting of its stockholders (the “Stockholders Meeting”) as soon as reasonably practicable in order that its stockholders may consider and vote upon (i) a proposal to approve the issuance and sale to Air T of the Shares, the Warrant and the Five-Year Senior Subordinated Note pursuant to this Agreement, and (ii) a proposed amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act will not apply to, or govern in any manner, Delphax and its stockholders. Delphax will prepare as promptly as possible proxy materials relating to the Stockholders Meeting and cause the proxy materials to be mailed to its stockholders. Air T agrees to provide Delphax with the information it reasonably requests that is necessary from Air T for inclusion in the proxy statement to the extent such information has been publicly disclosed by Air T. The Board of Directors of Delphax shall not withdraw or modify (or propose to withdraw or modify) and Delphax will include in the proxy statement, the recommendation of Delphax’s Board of Directors that the stockholders of Delphax vote in favor of (i) the approval and adoption of this Agreement and the transactions contemplated hereby, and (ii) the amendment of Delphax’s Bylaws to provide that the Minnesota Control Share Acquisition Act does not apply to, or govern in any manner, Delphax and its stockholders. Delphax shall solicit proxies and may, at its discretion, employ a proxy solicitation firm to assist in disseminating proxy materials, contacting stockholders to solicit proxies to vote in favor of the approval and adoption of this Agreement, and performing the services customarily performed by such firms in transactions of this type. At or prior to the Closing, Delphax shall deliver to Air T a certificate of Delphax’s Secretary setting forth the voting results from its Stockholders Meeting.
Stockholders’ Meeting; Proxy Statement. (a) The Company shall, in accordance with applicable law and the Restated Certificate of Incorporation and the By-laws of the Company duly call, give notice of, convene and hold a meeting of its stockholders (the "Special Meeting") as promptly as reasonably practicable after the date hereof for the purpose of considering and taking action upon this Agreement, the Charter Amendment and such other matters as may be appropriate at the Special Meeting.
(b) As soon as reasonably practicable following the date of this Agreement, the Company shall prepare and file with the SEC, and Merger Company and Finance Company shall cooperate with the Company in such preparation and filing, an S-4 and a preliminary proxy statement and the parties shall file, if necessary, any other statement or schedule relating to this Agreement and the transactions contemplated hereby and use their respective commercially reasonable efforts to furnish the information required to be included by the SEC in the S-4, the Proxy Statement (as hereinafter defined) and any such statement or schedule. After consultation with Merger Company, the Company shall respond promptly to any comments made by the SEC with respect to the S-4 or the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and the parties shall respond promptly to any comments with respect to any other statement or schedule filed by them. No filing of, or amendment or supplement to, the S-4, or the Proxy Statement or any other statement or schedule will be made by the Company without providing Merger Company a reasonable opportunity to review and comment thereon, and no filing of any statement or schedule will be made by Merger Company or Finance Company without providing the Company a reasonable opportunity to review and comment thereon. If at any time after the date the S-4 is declared effective by the SEC or otherwise becomes effective and prior to the Special Meeting any information relating to the Company, Merger Company or Finance Company, or any of their respective affiliates, officers or directors, should be discovered by the Company, Merger Company or Finance Company which is required to be set forth in an amendment or supplement to the S-4, the Proxy Statement or any other statement or schedule, so that none of the S-4, the Proxy Statement and any such statement or schedule will include any untrue statement of a material fact or omit to state any mater...
Stockholders’ Meeting; Proxy Statement. (a) If required by applicable law in order to consummate the Merger, the Company, acting through its Board of Directors, shall, in accordance with applicable law:
(i) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Company Stockholders Meeting") as promptly as practicable following the acceptance for payment and purchase of Shares by Purchaser pursuant to the Offer for the purpose of considering and taking action upon the approval of the Merger and the adoption of this Agreement;
(ii) prepare and file with the SEC a preliminary proxy or information statement relating to the Merger and this Agreement and use all reasonable efforts to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement"), to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without consultation with Parent and its outside counsel;
(iii) include in the Proxy Statement the recommendation of the Company Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement; and
(iv) use commercially reasonable efforts to solicit from holders of Shares proxies in favor of the Merger and shall take such other actions that are reasonably necessary or advisable to secure any vote or consent of stockholders required by Delaware law, the Company's certificate of incorporation or bylaws, or applicable law to effect the Merger.
(b) Parent will provide the Company with the information concerning Parent and Purchaser required to be included in the Proxy Statement. Parent shall vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any of its other subsidiaries or affiliates controlled by Parent in favor of the approval of the Merger and the approval and adoption of this Agreement.
Stockholders’ Meeting; Proxy Statement. Greixxx xxxll hold a meeting of its stockholders at the earliest practicable date to submit this Agreement and related matters for their consideration and approval, which approval shall be recommended by Greixxx'x Xxxrd of Directors (subject to the fiduciary obligations of its directors and officers). Greixxx xxxll send to its stockholders, for the purpose of considering and voting upon the Merger, a Proxy Statement satisfying all requirements of applicable state and Federal laws, and Greixxx xxxll be solely responsible for any statement, information or omission in said Proxy Statement relating to it or its affiliates.
Stockholders’ Meeting; Proxy Statement. (a) The Company, acting through the Board, shall in accordance with applicable law and the Company's Certificate of Incorporation and By-Laws:
(b) duly call, give notice of, convene and hold a special meeting of its stockholders (the "Special Meeting") to be held as soon as practicable following the date of this Agreement for the purpose of considering and taking action upon this Agreement and the Asset Purchase Agreement and the transactions contemplated hereby and thereby;
Stockholders’ Meeting; Proxy Statement. Woodward-Clyde shall hold a meeting of its stockholders at the earlixxx xxxxxxxxxle date to submit this Agreement and related matters for their consideration and approval, which approval shall be recommended by Woodward-Clyde's Board of Directors (subject to the fiduciary obxxxxxxxxx xx its directors and officers). Woodward-Clyde shall send to its stockholders, for the purpose of cxxxxxxxxxx xxx voting upon the Merger, a Proxy Statement satisfying all requirements of applicable state and Federal laws, shall use its best efforts to obtain approval of this Agreement and the Merger by the requisite stockholder vote (subject to the fiduciary obligations of its directors and officers), and shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it or its affiliates.
Stockholders’ Meeting; Proxy Statement. Section 5.02 Access to Information; Confidentiality.
Stockholders’ Meeting; Proxy Statement. (a) If required by applicable law in order to consummate the Merger, the Company, acting through the Board, shall, in accordance with applicable law:
(i) duly call, give notice of, convene and hold a special meeting of its stockholders (a "Stockholders' Meeting") as soon as practicable following the date hereof for the purpose of considering and taking action upon this Agreement;
(ii) prepare and file with the Securities and Exchange Commission (the "SEC") a preliminary proxy statement relating to the Merger and this Agreement and use its best efforts (x) to obtain and furnish the information required to be included by the SEC in the Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the "Proxy Statement") to be mailed to its stockholders and (y) to obtain the necessary approvals of the Merger and this Agreement by its stockholders; and
(iii) include in the Proxy Statement the recommenda- tion of the Board that stockholders of the Company vote in favor of the approval of the Merger and the adoption of this Agreement.
(b) Parent agrees that it will vote, or cause to be voted, all of the Common Shares then owned by it, the Merger Sub or any of its other subsidiaries in favor of the approval of the Merger and the adoption of this Agreement.
Stockholders’ Meeting; Proxy Statement. (a) The Company shall take all action necessary in accordance with applicable Law and the Company Certificate of Incorporation and Company Bylaws to duly call, give notice of, and convene the Stockholders’ Meeting as promptly as practicable after the Proxy Statement is cleared by the SEC, for the purpose of obtaining Company Stockholder Approval.
(b) In connection with the Merger and the Stockholders’ Meeting, the Board of Directors of the Company shall (i) subject to Section 5.8(d), recommend to the Company Stockholders to vote in favor of the approval of the Merger Agreement and the Merger and use commercially reasonable efforts to obtain the Company Stockholder Approval and (ii) otherwise comply with the legal requirements applicable to the Stockholders’ Meeting.
