Target Meeting Sample Clauses

POPULAR SAMPLE Copied 1 times
Target Meeting. Provided that the Initial Investor Group has not terminated this Agreement in accordance with Section 7.1(d) hereof: (a) Target shall call and hold the Target Meeting by no later than January 26, 2018 and shall put forward an ordinary resolution at the Target Meeting: (i) in the event that: (A) the Written Resolution has been permitted by the TSXV and the CSE; and (B) the Written Resolution has been obtained on or before November 30, 2017, approving the Target Alternate Resolutions; or (ii) in the event that: (A) the Written Resolution has not been permitted by the TSXV or the CSE; or (B) the Written Resolution has not been obtained on or November 30, 2017, approving the Target Resolutions; (b) Target shall prepare the Target Circular, in consultation with the Initial Investor Group and their legal counsel and in compliance with Applicable Canadian Securities Laws and cause such circular to be mailed to the Target Shareholders by no later than December 22, 2017 and filed with applicable regulatory authorities and other governmental authorities in all jurisdictions where the same are required to be mailed and filed; (c) Target shall ensure that the Target Circular includes the recommendation of the Board of Directors that the Target Shareholders vote in favour of the Target Resolutions or the Target Alternate Resolutions, as the case may be, and shall publicly announce such recommendation at the time that it announces the calling of the Target Meeting; (d) the Initial Investor Group shall, in a timely manner, furnish Target with the Initial Investor Group Information for inclusion in the Target Circular, which the Initial Investor Group will ensure does not contain any misrepresentation or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made; (e) Target and the Initial Investor Group shall cooperate in the preparation, filing and mailing of the Target Circular and Target shall provide the Initial Investor Group and its representatives with a reasonable opportunity to review and comment on the Target Circular and any other relevant documentation and shall incorporate all reasonable comments thereon; (f) Target shall conduct the Target Meeting in all material respects in accordance with the constating documents of Target and any other instrument governing the Target Meeting and as otherwise req...
View SourceView Similar (2)
Target Meeting. Subject to receipt of the Interim Order and the terms of this Agreement: (a) Target agrees to convene and conduct the Target Meeting for the purposes of considering the Arrangement Resolution in accordance with the Interim Order, Target’s constating documents and applicable Laws as soon as reasonably practicable and in any event on or before April 4, 2011 and to not adjourn or postpone the Target Meeting except as otherwise expressly permitted or required by this Agreement or as required by applicable Law (including for quorum purposes), provided, however, that if prior to the scheduled date of such meeting, Target receives an Acquisition Proposal within seven Business Days of the date scheduled for the Target Meeting, Target shall be permitted to postpone or adjourn that meeting for a period of up to 15 days in order to properly deal with such Acquisition Proposal and, if the Target Board ultimately determines it to be a Superior Proposal, to observe and satisfy Acquiror’s Response Period, all as contemplated in Article 7 and Article 9 hereof (and to postpone the Target Meeting to a day not more than five Business Days following the expiry of the Acquiror’s Response Period, if requested by Acquiror to do so); and provided further that, in exercising the right to postpone or adjourn set out in this Section 2.2(a), Target shall not be permitted to change the record date for the Target Meeting. (b) Target will use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution, including, if so requested by Acquiror and at the Acquiror’s cost, by using proxy solicitation services designated by Acquiror. Target shall instruct Target’s transfer agent and any such proxy solicitation agents to report to Acquiror and its designated Representatives concurrently with their reports to Target, and to advise Acquiror as Acquiror may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the Target Meeting, as to the aggregate tally of the proxies received by Target in respect of the Arrangement Resolution. (c) Target will promptly advise Acquiror of any written notice of dissent or purported exercise by any Target Shareholder of Dissent Rights received by Target in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by Target and, subject to applicable Law, any written communications sent by or on behalf of Target to any Target Shareholder exercising or pu...
View SourceView Similar (7)
Target Meeting. (a) Subject to Section 2.4(b) and receipt of the Interim Order, Target will convene and conduct the Target Meeting, in accordance with applicable Laws (including the Interim Order) and Target’s constating documents (except as varied by the Interim Order), on or before October 12, 2023. Target will provide notice to Buyer of the Target Meeting and allow Representatives of Buyer to attend and speak at the Target Meeting. Target will submit the Arrangement Resolution to the Target Shareholders at the Target Meeting regardless of whether the Target Board has withdrawn, modified or qualified the Target Board Recommendation. Target will not propose or submit for consideration at the Target Meeting any business other than the Arrangement Resolution without ▇▇▇▇▇’s consent, which consent will not be unreasonably withheld, delayed or conditioned. (b) Target will not adjourn, postpone or cancel the Target Meeting (or propose to do so), or fail to call the Target Meeting, except: (i) if a quorum is not present at the Target Meeting (in which case the Target Meeting will be adjourned and not cancelled); (ii) if required by Law or a Governmental Authority; (iii) in the circumstances contemplated in Section 5.5(d) or Section 7.2(c) (which contemplate the adjournment or postponement, but not the cancellation, of the Target Meeting); or (iv) if otherwise agreed with ▇▇▇▇▇. (c) Target will, in consultation with ▇▇▇▇▇, set a record date for the determination of Target Shareholders entitled to vote at the Target Meeting and, except as required by Law, Target will not change the record date without the prior consent of Buyer. (d) Subject to the terms of this Agreement, other than following a Target Change in Recommendation, Target will make all commercially reasonable efforts to solicit proxies for the approval of the Arrangement Resolution, and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of the transactions contemplated by this Agreement, including, if requested by ▇▇▇▇▇, using proxy solicitation services firms and cooperating with any Persons engaged by Buyer to solicit proxies for the approval of the Arrangement Resolution. (e) Target will promptly provide Buyer with copies of or access to information regarding the Target Meeting generated by Target’s transfer agent or any proxy solicitation services firm retained by Target, as Buyer may reasonably request. (f) Target will make all commercially reas...
View SourceView Similar (3)
Target Meeting. Subject to the terms and conditions contained herein, Target shall submit this Agreement for approval to the Stockholders at a meeting to be duly held for this purpose by Target (the "TARGET MEETING"). Target shall take all action in accordance with applicable federal securities laws, the DGCL and its certificate of incorporation and bylaws necessary to duly convene the Target Meeting. Target shall use its reasonable best efforts, subject to applicable laws, rules and regulations, to convene the Target Meeting as soon as reasonably practicable after the date hereof. Target shall use its reasonable best efforts, subject to applicable laws, rules and regulations, to take all action to solicit the Requisite Stockholder Approval. Notwithstanding any withdrawal, modification or change in the Target board of directors' recommendation to the Stockholders, Target agrees to hold its Target Meeting in accordance with the provisions of this SECTION 8.1. Prior to the Closing Date, Target shall deliver to Purchaser a letter identifying all persons who, at the time of the Target Meeting, were affiliates of Target for purposes of Rule 145 under the Securities Act.
View Source
Target Meeting. Target shall hold the Target Meeting at which the Target Shareholders will be asked, among other things, to approve the Target Resolutions, and Target shall use its commercially reasonable efforts to obtain the approval of the Target Shareholders for the Target Resolutions, together with all such matters as are required to effect the Continuation and the Amalgamation;
View Source

Related to Target Meeting

  • Shareholders Meeting (a) The Company, acting through the Company Board, shall, in accordance with applicable law: (i) subject to the fiduciary duties of the Company Board, duly call, give notice of, convene and hold a special meeting of its shareholders (the "Special Meeting") as soon as practicable following the execution of this Agreement for the purpose of considering and taking action upon this Agreement; (ii) prepare and file with the SEC a preliminary proxy statement relating to this Agreement, and use its reasonable efforts (A) to obtain and furnish the information required to be included by the SEC in a definitive proxy statement (the "Proxy Statement") and, after consultation with HK, to respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause the Proxy Statement to be mailed to its shareholders and (B) subject to the fiduciary duties of the Company Board, to obtain the necessary approvals of the Merger and this Agreement by its shareholders; and (iii) subject to the fiduciary duties of the Company Board, include in the Proxy Statement the recommendation of the Company Board that shareholders of the Company vote in favor of the approval of this Agreement. (b) The Company covenants that the Proxy Statement will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by HK in writing for inclusion in the Proxy Statement. Each of the Company, on the one hand, and HK, on the other hand, agree promptly to correct any information provided by either of them for use in the Proxy Statement if and to the extent that it shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Proxy Statement as so corrected to be filed with the SEC and to be disseminated to the holders of Shares, in each case, as and to the extent required by applicable federal securities laws.

  • Shareholder Meeting (a) The first sentence of Section 6.2(a) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with applicable Law, including amending any disclosure document to be delivered to holders of ▇▇▇▇▇ Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), Mercury shall, in consultation with ▇▇▇▇▇, in accordance with applicable Law and the Mercury Organizational Documents, (i) establish a record date for, duly call and give notice of a meeting of the holders of Mercury Voting Common Stock (the “Mercury Shareholder Meeting”) at which meeting Mercury shall seek the Required Mercury Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the Mercury Shareholder Meeting.” (b) The first sentence of Section 6.2(b) of the Merger Agreement is hereby amended and restated to read as follows: “As promptly as practicable following the effectiveness of the Form S-4 (subject to any extension reasonably necessary to comply with the DLLCA, the ▇▇▇▇▇ LLC Agreement and applicable Law, including amending any disclosure document to be delivered to holders of ▇▇▇▇▇ Common Shares or Mercury Common Stock in connection with the Amendment or otherwise acting to address any oral or written comments made by the SEC), ▇▇▇▇▇ shall, in consultation with Mercury, in accordance with applicable Law and the ▇▇▇▇▇ LLC Agreement, (i) establish a record date for, duly call and give notice of a meeting of the holders of ▇▇▇▇▇ Common Shares (the “▇▇▇▇▇ Shareholder Meeting”) at which meeting ▇▇▇▇▇ shall seek the Required ▇▇▇▇▇ Vote, which record date shall be no later than ten (10) days after the date on which the Form S-4 is declared effective under the Securities Act, and (ii) convene and hold the ▇▇▇▇▇ Shareholder Meeting.” (c) The following is hereby added as a new Section 6.2(d) of the Merger Agreement: (d) Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the Mercury Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 11:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(a)), which new date, time and place shall be announced at the Mercury Shareholder Meeting before adjournment. Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the ▇▇▇▇▇ Shareholder Meeting shall be convened on August 20, 2014, and, without conducting any business, shall be adjourned until 9:00 a.m. eastern time on October 6, 2014 (subject to any adjournment or postponement thereof in accordance with Section 6.2(b)), which new date, time and place shall be announced at the ▇▇▇▇▇ Shareholder Meeting before adjournment.” Unless otherwise agreed to by Mercury and ▇▇▇▇▇, the record date for the Mercury Shareholder Meeting and the ▇▇▇▇▇ Shareholder Meeting shall continue to be July 18, 2014 (subject to any change required by applicable Law, the Mercury Organizational Documents or the ▇▇▇▇▇ LLC Agreement, as applicable or to address any oral or written comments made by the SEC).

  • Joint Meetings 10.1(a) Should either party desire to discuss with the other any matter affecting generally the relationship of the parties, a meeting of Union and management representatives shall be arranged upon request of either party. Such meeting shall take place at a time mutually convenient to both parties. Any use of Company time for attendance at such meetings shall be arranged in advance by mutual agreement. 10.1(b) This Article is intended to provide a free avenue of communication between the Union and the Company, and suggestions, complaints, or other matters may be presented by either party, provided that neither party shall be required to discuss any item brought up by the other party nor be bound to act upon any item presented. However, both parties agree to discuss informal grievances and complaints.

  • Initial Meeting (a) The parties must meet within 10 Business Days after the date of delivery of the dispute notice and attempt to resolve the dispute. (b) Each party must use its best endeavors to resolve the dispute and act in good faith.

  • Shareholders Meetings The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Company Shareholders’ Meeting’”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.03 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters (the “Parent Shareholders’ Meeting’”). Parent will, through its Board of Directors, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.