Stockholders’ Meeting; Proxy Statement Sample Clauses

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. (a) The board of directors of Bancorp has determined that this Agreement and the transactions contemplated hereby are in the best interests of Bancorp and its stockholders, and has directed that this Agreement and the transactions contemplated hereby be submitted to Bancorp's stockholders for adoption and approval at a duly held meeting of such stockholders. Bancorp shall, as soon as practicable, take all steps necessary to duly call, give notice of, convene and hold Bancorp's regular annual meeting of its stockholders and to take such actions as shall be appropriate for the annual meeting and for the purpose of obtaining stockholder approval of this Agreement and the transactions contemplated hereby, including the Merger (the "Stockholders' Meeting"). (b) Bancorp shall prepare a proxy statement for the purpose of holding the Stockholders' Meeting (the "Proxy Statement") and shall submit the Proxy Statement to the SEC within thirty (30) days after (i) the date on which Bancorp receives the no-action letter contemplated in Section 6.1(d) below or (ii) the date on which the SEC advises Bancorp or its counsel that it will not issue the requested no-action letter. Notwithstanding the foregoing, Bancorp shall submit the Proxy Statement to the SEC no later than July 15, 2001. The Proxy Statement shall be prepared in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. The Proxy Statement shall include the Keefe, Bruyette, & Woods Fairness Opinion referred to in Section 4.32 above, which sha▇▇ ▇▇ redated and reconfirmed as of the date of mailing of the Proxy Statement. (c) Buyer shall furnish such information concerning Buyer and the Bank as is necessary to prepare the Proxy Statement, insofar as it relates to Buyer or the Bank, in accordance with all applicable requirements of the Securities Exchange Act and the rules and regulations promulgated thereunder. Buyer agrees promptly to advise Bancorp if at any time prior to the Stockholders' Meeting any information provided by Buyer for use in the Proxy Statement becomes incorrect or incomplete in any material respect, and to provide to Bancorp the information needed to correct such inaccuracy or omission. (d) Bancorp shall deliver a draft of the Proxy Statement to Buyer and its counsel at least two (2) Business Days prior to filing it with the SEC, and shall provide Buyer with copies of all responses from or written communications from SEC ...

Stockholders’ Meeting; Proxy Statement. (a) If and to the extent required, the Company, acting through its Board of Directors, shall (i) as soon as reasonably practicable following the date of this Agreement, take all action necessary to duly call, give notice of, convene and hold a meeting of its stockholders for the purpose of approving the Recapitalization Transactions and any requisite reverse stock split (the “Stockholders Meeting”), (ii) include in the proxy statement to be sent to the stockholders of the Company in connection with the Stockholders Meeting (such proxy statement, as amended or supplemented, the “Proxy Statement”) the recommendation of the Board of Directors that the stockholders of the Company vote in favor of approving the Recapitalization Transactions (the “Recommendation”) and (iii) use its commercially reasonable efforts to obtain the Company Requisite Vote; provided that the Board of Directors of the Company may fail to make and the Special Committee may withdraw, modify or change the Recommendation and/or may fail to use such efforts if it shall have determined in good faith, after consultation with outside legal counsel to the Special Committee, that such action is necessary in order for the Board of Directors to act in a manner consistent with its fiduciary duties under applicable law. (b) If and to the extent that shareholder approval is required, then as soon as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Newco, prepare and file with the SEC the Proxy Statement. Newco and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Newco and the Preferred Holders will furnish to the Company the information relating to it required by the 1934 Act and the rules and regulations promulgated thereunder to be set forth in the Proxy Statement. The Company shall not file the preliminary Proxy Statement or any amendment or supplement thereto, without providing Newco a reasonable opportunity to review and comment thereon (which comments shall be reasonably considered by the Company). The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof and to cause the Proxy Statement in definitive form to be cleared by the SEC and mailed to the Company’s stockholders as promptly as reasonably practicable following filing with the SEC....

Stockholders’ Meeting; Proxy Statement. Grei▇▇▇ ▇▇▇ll 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 Grei▇▇▇'▇ ▇▇▇rd of Directors (subject to the fiduciary obligations of its directors and officers). Grei▇▇▇ ▇▇▇ll 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 Grei▇▇▇ ▇▇▇ll 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. (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.

Stockholders’ Meeting; Proxy Statement. Woodward-Clyde shall hold a meeting of its stockholders at the earli▇▇▇ ▇▇▇▇▇▇▇▇▇le 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 ob▇▇▇▇▇▇▇▇▇ ▇▇ its directors and officers). Woodward-Clyde shall send to its stockholders, for the purpose of c▇▇▇▇▇▇▇▇▇▇ ▇▇▇ 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. (a) In accordance with any applicable Law, the certificate of incorporation and by-laws of Ivory, Ivory shall use its commercially reasonable efforts to call and hold a meeting of its stockholders as promptly as reasonably practicable after the date hereof for the purpose of voting upon the adoption of this Agreement and the transactions contemplated hereby, including the Merger (the “Ivory Stockholders Meeting”), and Ivory shall use its commercially reasonable efforts to hold such stockholder meeting as promptly as reasonably practicable after the date on which the Proxy Statement (as defined below) is cleared by the SEC (as defined below). The Board of Directors of Ivory shall duly call, give notice of, convene, hold and submit the adoption of this Agreement to the stockholders of Ivory whether or not the Board of Directors of Ivory effects a Change of Recommendation (as defined below). (b) Ivory shall use its commercially reasonable efforts to solicit from the stockholders of Ivory proxies in favor of the Merger and shall take all other reasonable action necessary or advisable to secure the vote or consent of the stockholders of Ivory required by the DGCL and the Certificate of Incorporation and By-Laws of Ivory to adopt this Agreement. (c) As promptly as reasonably practicable after the date of this Agreement, Ivory shall prepare and file with the SEC, and shall use its commercially reasonable efforts to have cleared by the SEC, the proxy statement relating to the Ivory Stockholders Meeting (together with any amendments thereof or supplements thereto) to be distributed in connection with the Ivory Stockholders Meeting to vote upon this Agreement (the “Proxy Statement”). Ivory, Parent and Merger Sub each shall promptly and timely provide all information relating to its respective businesses or operations necessary for inclusion in the Proxy Statement to satisfy all requirements of applicable state and United States federal securities Laws. Ivory and Parent (with respect to Parent and Merger Sub) each shall be solely responsible for any statement, information or omission in the Proxy Statement relating to it (and Merger Sub with respect to Parent) or its Affiliates based upon written information provided by it (or Merger Sub with respect to Parent) for inclusion in the Proxy Statement. (d) Ivory shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement ...