The Company Shareholders Meeting. (i) If required by Applicable Law in order to consummate the Merger, the Company shall take all action in accordance with the federal securities laws, the FBCA and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions. (ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e). (iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company (A) will prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting, (B) will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof). (iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1. (v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 2 contracts
Samples: Merger Agreement (Coleman Cable, Inc.), Merger Agreement (Technology Research Corp)
The Company Shareholders Meeting. (i) If Subject to the terms of this Agreement, the Interim Order, and the provision of any information with respect to the Purchaser required by Applicable Law to be included under applicable Laws in order to consummate the MergerCompany Information Circular (the Purchaser Information”), the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsOrganizational Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following and shall not adjourn, postpone or cancel (or propose the Acceptance Dateadjournment, to consider postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of Purchaser, except (i) in the case of an adjournment as required for quorum purposes and vote upon approval of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate if, based on the Merger, as soon as reasonably practicable following the Acceptance Datetally of proxies, the Company shall take all lawful actions to solicit will not receive the prompt approval of the MergerRequired Company Approvals; provided, this Agreement and Transactions, by that the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by not be permitted to postpone the Company Shareholders Meeting more than the earlier of (x) five (5) Business Days prior to the extent not previously withdrawn pursuant to Section 6.3(e).
Termination Date and (iiiy) If required by Applicable Law ten (10) days from the date of the first Company Shareholders Meeting without the prior written consent of Purchaser, acting reasonably. The Company shall consult with Purchaser in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to Purchaser of the Company Shareholders Meeting and allow Purchaser’s Representatives to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Required Company Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by the SEC as soon as Company Shareholders in favor of such action, and shall take all other action reasonably practicable thereafternecessary or advisable to secure the Required Company Approval.
(ii) The Company shall provide Purchaser with (A) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Arrangement Resolution, if (B) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement or any purported exercise or withdrawal of Arrangement Dissent Rights and written communications sent by or on behalf of the Company to any such clearance is requiredperson, and shall cooperate and consult in good faith with Purchaser in advance in connection with any discussions or communications with any person in opposition to the Arrangement, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement right to review and form of proxy to be mailed comment on all material communications sent to the Company Shareholders in accordance with regarding the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC Transactions and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form participate in all any material respects discussions, negotiations or Proceedings with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with or including any such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting regarding the generality of the foregoing, the Transactions. The Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected by the commencement, public proposal, public disclosure (y) make any payment or communication settlement offer or agree to any payment or settlement prior to the Effective Time with respect to Arrangement Dissent Rights, or (z) waive any failure by any Company Shareholder to timely deliver a notice of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoingexercise of Arrangement Dissent Rights, in each case without the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) prior written consent of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders MeetingPurchaser.
Appears in 1 contract
Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)
The Company Shareholders Meeting. (ia) If As promptly as practicable following the Appointment Time (or, if later, following the termination of the subsequent offering period, if any), if required by Applicable Law Laws in order to consummate the Merger, the Company shall take all action shall, in accordance with the federal securities laws, the FBCA Applicable Laws and the Company’s 's Amended and Restated Articles of Incorporation Incorporation, as in effect on the date of this Agreement (the "Company Articles"), and the Company’s Bylaws necessary to 's Amended and Restated By-laws, as in effect on the date of this Agreement (the "Company By-laws"):
(i) duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.transactions contemplated by this Agreement for the purpose of considering and taking action upon this Agreement (the "Company Shareholders' Meeting"); and
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company (A) will prepare and file with the SEC Commission a preliminary proxy or information statement relating to this Agreement, and take all lawful actions (A) to obtain and furnish the information required to be included by the Commission in the Proxy Statement Statement, and, after consultation with Parent, to respond promptly to any comments made by the Commission or the SEC Staff with respect to the Company Shareholders Meetingpreliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments or supplements thereto, (Bthe "Proxy Statement") will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the as soon as practicable, which Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review include all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto under Applicable Laws to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery furnished to the Company Shareholders of copies in connection with the Merger and the transactions contemplated by this Agreement, and shall include the Company Board Recommendation to the extent not previously withdrawn in compliance with Section 6.3(b) and the full text of the Proxy Statement written opinion of Seven Hills Partners LLC (the "Company Financial Advisor") described in Section 5.23 to the extent not previously withdrawn, and form (B) to obtain the necessary approvals of proxythis Agreement, the Merger and the transactions contemplated by this Agreement by the Company Shareholders.
(b) Subject to Section 6.3(b), the Company will use its reasonable best efforts shall, through the Company Board, recommend to solicit the Company Shareholders approval of this Agreement, including the Merger and the transactions contemplated by this Agreement, and, except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent or Subcorp the Company Board Recommendation. As promptly as practicable following the Appointment Time, the Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with such the Company Shareholders Shareholders' Meeting are solicited, in compliance with Applicable Laws. Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then owned by it, Subcorp or any of Parent's other subsidiaries in favor of the approval of this Agreement (subject to Section 6.3(e) hereof)Agreement, the Merger and the transactions contemplated by this Agreement.
(ivc) Without limiting the generality of the foregoing, (i) the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Shareholders' Meeting, as required by this Section 2.6, shall not be affected by the withdrawal, amendment or modification of the Company Board Recommendation, and (ii) the Company agrees that its obligations pursuant to this Section 2.6 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any proposal for a Competing Transaction or any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1Proposal.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
The Company Shareholders Meeting. (ia) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsCompany Articles, the FBCA bylaws of the Company, applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, but acknowledging that the Company shall take all lawful actions may apply to solicit the prompt approval of Court for an Interim Order as late as three (3) Business Days after the Merger, this Agreement and Transactions, by Registration Statement / Proxy Statement is declared effective under the Company ShareholdersSecurities Act), and shall not adjourn, postpone or cancel (or propose the Company Board shall recommend approval of the Mergeradjournment, this Agreement and the Transactions by postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of SPAC (not to be unreasonably withheld, delayed or conditioned), except in the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with SPAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to SPAC of the Company Shareholders Meeting and allow SPAC’s Representatives to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by Company Shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Arrangement Resolution.
(b) The Company shall provide SPAC with (i) updates with respect to the aggregate tally of the proxies received by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies Company in respect of the Proxy Statement and form Arrangement Resolution, (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, (iii) any written notice of proxy dissent or purported exercise by any Company Shareholder of Company Dissent Rights received by the Company, (iv) the right to be mailed to demand postponement or adjournment of the Company Shareholders in accordance with Meeting if, based on the provisions tally of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SECproxies, the Company will provide a reasonable opportunity for Parent not receive the Company Required Approval in respect of the Arrangement Resolution; provided that the Company Shareholders Meeting, so postponed or adjourned, shall not be later than (A) five (5) Business Days prior to the Outside Date or (B) ten (10) days from the date of the first Company Shareholders Meeting, and (v) the right to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review on all responses to requests for additional information and replies to comments prior to their being filed with, or communications sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders in connection with the Company Shareholders Meeting.
(c) Unless required by Law, the Company shall not make any payment or settlement offer, or agree to any payment or settlement, prior to the Closing Date with respect to any claims regarding the Arrangement or Company Dissent Rights without the prior written consent of SPAC.
(d) The Company shall not change the record date for the Company Common Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects connection with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation any adjournment or postponement of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected unless required by the commencement, public proposal, public disclosure Court or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1applicable Law.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
Samples: Business Combination Agreement (Pyrophyte Acquisition Corp.)
The Company Shareholders Meeting. (i) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order, and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following and shall not adjourn, postpone or cancel (or propose the Acceptance Dateadjournment, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
(iipostponement or cancellation of) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to Meeting without the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If prior written consent of SPAC, except in the case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with SPAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to SPAC of the Company Shareholders Meeting and allow SPAC’s Representatives to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by the SEC as soon as Company Shareholders in favor of such action, and shall take all other action reasonably practicable thereafternecessary or advisable to secure the Company Required Approval.
(ii) The Company shall provide SPAC with (A) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Arrangement Resolution, if (B) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement or any purported exercise or withdrawal of Arrangement Dissent Rights and written communications sent by or on behalf of the Company to any such clearance is requiredperson, and shall cooperate and consult in good faith with SPAC in advance in connection with any discussions or communications with any person in opposition to the Arrangement, (C) the right to demand postponement or adjournment of the Company Shareholders Meeting if, based on the tally of proxies, the Company will not receive the Company Required Approvals; provided, that the Company shall not be permitted to postpone the Company Shareholders Meeting more than the earlier of (1) five (5) Business Days prior to the Termination Date and (2) ten (10) days from the date of the first Company Shareholders Meeting without the prior written consent of SPAC, and (CD) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement right to review and form of proxy to be mailed comment on all material communications sent to the Company Shareholders in accordance with regarding the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC Transactions and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form participate in all any material respects discussions, negotiations or Proceedings with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with or including any such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting regarding the generality of the foregoing, the Transactions. The Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected by the commencement(y) make any payment or settlement offer, public proposal, public disclosure or communication agree to any payment or settlement prior to the Effective Time with respect to Arrangement Dissent Rights, or (z) waive any failure by any Company Shareholder to timely deliver a notice of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoingexercise of Arrangement Dissent Rights, in each case without the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) prior written consent of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders MeetingSPAC.
Appears in 1 contract
The Company Shareholders Meeting. (i) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order, and the provision of the SOAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following (and in any event no later than 45 days after the Acceptance Date, to consider and vote upon approval filing of the Merger, this Agreement and the Transactions.
(ii) If Registration Statement / Proxy Statement or such later date as may be required by Applicable Law in order to consummate provide the Merger, Pre-Closing SOAC Shareholders with additional disclosure as soon as reasonably practicable following required in connection with the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval SEC Review of the Merger, this Agreement and Transactions, by the Company ShareholdersRegistration Statement / Proxy Statement), and shall not adjourn, postpone or cancel (or propose the Company Board shall recommend approval of the Mergeradjournment, this Agreement and the Transactions by postponement or cancellation of) the Company Shareholders (to Meeting without the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If prior written consent of SOAC, except in the case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with SOAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to SOAC of the Company Shareholders Meeting and allow SOAC’s Representatives to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by the SEC as soon as Company Shareholders in favor of such action, and shall take all other action reasonably practicable thereafternecessary or advisable to secure the Company Required Approval.
(ii) The Company shall provide SOAC with (A) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Arrangement Resolution, if such clearance is required(B) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement or any purported exercise or withdrawal of Arrangement Dissent Rights, (C) the right to demand postponement or adjournment of the Company Shareholders Meeting if, based on the tally of proxies, the Company will not receive the Company Required Approvals; provided, that the Company shall not be permitted to postpone the Company Shareholders Meeting more than the earlier of (1) five (5) Business Days prior to the Termination Date and (2) ten (10) days from the date of the first Company Shareholders Meeting without the prior written consent of SOAC, and (CD) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement right to review and form of proxy to be mailed comment on all communications sent to the Company Shareholders and to participate in accordance any discussions, negotiations or Proceedings with the provisions of the FBCAor including any such Company Shareholders. Prior The Company shall not (y) make any payment or settlement offer, or agree to any payment or settlement prior to the filing of the Proxy Statement and form of proxy Effective Time with the SEC, the Company will provide a reasonable opportunity for Parent respect to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed withArrangement Dissent Rights, or sent to(z) waive any failure by any Company Shareholder to timely deliver a notice of exercise of Arrangement Dissent Rights, in each case without the SEC. Each prior written consent of the CompanySOAC, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy which will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected by the commencementunreasonably withheld, public proposal, public disclosure conditioned or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1delayed.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
Samples: Business Combination Agreement (Sustainable Opportunities Acquisition Corp.)
The Company Shareholders Meeting. (ia) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsCompany Articles, the FBCA bylaws of the Company, applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, but acknowledging that the Company shall take all lawful actions may apply to solicit the prompt approval of Court for an Interim Order as late as three (3) Business Days after the Merger, this Agreement and Transactions, by Registration Statement / Proxy Statement is declared effective under the Company ShareholdersSecurities Act), and shall not adjourn, postpone or cancel (or propose the Company Board shall recommend approval of the Mergeradjournment, this Agreement and the Transactions by postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of SPAC (not to be unreasonably withheld, delayed or conditioned), except in the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with SPAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to SPAC of the Company Shareholders Meeting and allow SPAC’s Representatives to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by Company Shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Arrangement Resolution.
(b) The Company shall provide SPAC with (i) updates with respect to the aggregate tally of the proxies received by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies Company in respect of the Proxy Statement and form Arrangement Resolution, (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, (iii) any written notice of proxy dissent or purported exercise by any Company Shareholder of Company Dissent Rights received by the Company, (iv) the right to be mailed to demand postponement or adjournment of the Company Shareholders in accordance with Meeting if, based on the provisions tally of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SECproxies, the Company will provide a reasonable opportunity for Parent not receive the Company Required Approval in respect of the Arrangement Resolution; provided, that the Company Shareholders Meeting, so postponed or adjourned, shall not be later than (A) five (5) Business Days prior to the Outside Date or (B) ten (10) days from the date of the first Company Shareholders Meeting, and (v) the right to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review on all responses to requests for additional information and replies to comments prior to their being filed with, or communications sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders in connection with the Company Shareholders Meeting.
(c) Unless required by Law, the Company shall not make any payment or settlement offer, or agree to any payment or settlement prior to the Closing Date with respect to any claims regarding the Arrangement or Company Dissent Rights without the prior written consent of SPAC.
(d) The Company shall not change the record date for the Company Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects connection with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation any adjournment or postponement of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected unless required by the commencement, public proposal, public disclosure Court or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1applicable Law.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp IV)
The Company Shareholders Meeting. (ia) If required by Applicable Law On the terms and subject to the conditions set forth in order to consummate this Agreement, the MergerInterim Order and the provision of the FEAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval effectiveness of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance DateRegistration Statement/Proxy Statement, the Company Shareholders Meeting without the prior written consent of FEAC (not to be unreasonably withheld, delayed or conditioned), except in the case of an adjournment as required for quorum purposes, as required by Law or by a Governmental Entity. The Company shall take all lawful actions to solicit consult with FEAC in fixing the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by record date for the Company Shareholders (to Meeting and the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company (A) will prepare and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to FEAC of the Company Shareholders Meeting and allow FEAC’s representatives and legal counsel to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by shareholders in favor of such action, and, at the Company’s option, acting reasonably, using dealer and proxy solicitation services firms engaged by the SEC as soon as reasonably practicable thereafter, if such clearance is requiredCompany to solicit proxies in favour of the approval of the Company Arrangement Resolution, and (C) as soon as shall take all other action reasonably practicable thereafter, will cause copies necessary or advisable to secure the Company Required Approval in respect of the Proxy Statement and form Company Arrangement Resolution.
(b) The Company shall provide FEAC with (i) updates with respect to the aggregate tally of proxy the proxies received by the Company in respect of the Company Arrangement Resolution, (ii) updates with respect to be mailed any communication (written or oral) from any Company Shareholder in opposition to the Arrangement and/or any purported exercise or withdrawal of Arrangement Dissent Rights by Company Shareholders, (iii) the right to demand postponement or adjournment of the Company Shareholders in accordance with Meeting if, based on the provisions tally of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SECproxies, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at not receive the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form Required Approval in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation respect of the Company Board Arrangement Resolution; provided, that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, so postponed or adjourned, shall not be affected by the commencement, public proposal, public disclosure or communication later than (A) five (5) Business Days prior to the Company of any Superior Proposal Termination Date or (as defined in Section 6.3), until and unless B) ten (10) days from the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) date of the then outstanding first Company Common StockShareholders Meeting, after purchasing shares of and (iv) the right to review and comment on all communications sent to Company Stock Shareholders in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance connection with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
(c) The Company shall not (i) make any payment or settlement offer, or agree to any payment or settlement prior to the Arrangement Effective Time with respect to Arrangement Dissent Rights, or (ii) waive any failure by any Company Shareholder to timely deliver a notice of exercise of Arrangement Dissent Rights, in each case without the prior written consent of FEAC, which will not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Samples: Business Combination Agreement (Forbion European Acquisition Corp.)
The Company Shareholders Meeting. (ia) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following (but acknowledging that the Acceptance Date, Company may apply to consider and vote upon approval the Court for an Interim Order within five (5) Business Days after the filing with the SEC of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, Registration Statement / Proxy Statement is declared effective by the Company ShareholdersSEC), and shall not adjourn, postpone or cancel (or propose the Company Board shall recommend approval of the Mergeradjournment, this Agreement and the Transactions by postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of SPAC (not to be unreasonably withheld, delayed or conditioned), except in the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with SPAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will use its reasonable best efforts give notice to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies SPAC of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at and allow SPAC’s representatives and legal counsel to attend the earliest practicable timeCompany Shareholders Meeting. The Proxy Statement and form of proxy will comply as Company shall use its commercially reasonable efforts to form obtain the Company Required Approval in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation respect of the Company Board that Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Company Arrangement Resolution.
(b) The Company shall provide SPAC with (i) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Arrangement Resolution, (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement, (iii) the right to demand postponement or adjournment of the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to Meeting if, based on the Company Shareholders tally of copies of the Proxy Statement and form of proxyproxies, the Company will use its reasonable best efforts is not expected to solicit proxies receive the Company Required Approval in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality respect of the foregoingCompany Arrangement Resolution; provided, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, so postponed or adjourned, shall not be affected by the commencement, public proposal, public disclosure or communication later than (A) five (5) Business Days prior to the Company of any Superior Proposal Outside Date or (as defined in Section 6.3), until and unless B) ten (10) days from the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) date of the then outstanding first Company Common Stock, after purchasing shares of Shareholders Meeting and (iv) the right to review and comment on all communications sent to Company Stock Shareholders in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance connection with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
Samples: Business Combination Agreement (Oxus Acquisition Corp.)
The Company Shareholders Meeting. (ia) If As promptly as practicable following the Appointment Time (or, if later, following the termination of the subsequent offering period, if any), if required by Applicable Law Laws in order to consummate the Merger, the Company shall take all action shall, in accordance with the federal securities laws, the FBCA Applicable Laws and the Company’s Amended and Restated Articles of Incorporation Incorporation, as in effect on the date of this Agreement (the “Company Articles”), and the Company’s Bylaws necessary to Amended and Restated By-laws, as in effect on the date of this Agreement (the “Company By-laws”):
(i) duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.transactions contemplated by this Agreement for the purpose of considering and taking action upon this Agreement (the “Company Shareholders’ Meeting”); and
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company (A) will prepare and file with the SEC Commission a preliminary proxy or information statement relating to this Agreement, and take all lawful actions (A) to obtain and furnish the information required to be included by the Commission in the Proxy Statement Statement, and, after consultation with Parent, to respond promptly to any comments made by the Commission or the SEC Staff with respect to the Company Shareholders Meetingpreliminary proxy or information statement and cause a definitive proxy or information statement (together with any amendments or supplements thereto, (Bthe “Proxy Statement”) will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the as soon as practicable, which Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review include all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto under Applicable Laws to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery furnished to the Company Shareholders of copies in connection with the Merger and the transactions contemplated by this Agreement, and shall include the Company Board Recommendation to the extent not previously withdrawn in compliance with Section 6.3(b) and the full text of the Proxy Statement written opinion of Seven Hills Partners LLC (the “Company Financial Advisor”) described in Section 5.23 to the extent not previously withdrawn, and form (B) to obtain the necessary approvals of proxythis Agreement, the Merger and the transactions contemplated by this Agreement by the Company Shareholders.
(b) Subject to Section 6.3(b), the Company will use its reasonable best efforts shall, through the Company Board, recommend to solicit the Company Shareholders approval of this Agreement, including the Merger and the transactions contemplated by this Agreement, and, except as expressly permitted by this Agreement, shall not withdraw, amend or modify in a manner adverse to Parent or Subcorp the Company Board Recommendation. As promptly as practicable following the Appointment Time, the Company shall ensure that the Company Shareholders’ Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with such the Company Shareholders Shareholders’ Meeting are solicited, in compliance with Applicable Laws. Parent agrees that it will vote, or cause to be voted, all of the shares of Company Common Stock then owned by it, Subcorp or any of Parent’s other subsidiaries in favor of the approval of this Agreement (subject to Section 6.3(e) hereof)Agreement, the Merger and the transactions contemplated by this Agreement.
(ivc) Without limiting the generality of the foregoing, (i) the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Shareholders’ Meeting, as required by this Section 2.6, shall not be affected by the withdrawal, amendment or modification of the Company Board Recommendation, and (ii) the Company agrees that its obligations pursuant to this Section 2.6 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any proposal for a Competing Transaction or any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1Proposal.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by Parent, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
Samples: Merger Agreement (Amx Corp /Tx/)
The Company Shareholders Meeting. (ia) If required by Applicable Law Subject to the terms of this Agreement, the Interim Order and the provision of the SPAC Information in order to consummate the Mergeraccordance with Section 2.4(d), the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsCompany Governing Documents, the FBCA applicable Laws and the Company’s Articles Interim Order on or before the date that is twenty (20) days following the receipt of Incorporation the Interim Order, and shall not adjourn, postpone or cancel (or propose the Company’s Bylaws necessary to duly and properly calladjournment, give notice postponement or cancellation of, convene and hold a special meeting of ) the Company Shareholders Meeting without the prior written consent of SPAC (the “Company Shareholders Meeting”) not to be held on a date determined unreasonably withheld, delayed or conditioned), except in consultation with Parent the case of an adjournment as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
required for quorum purposes (ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by which case the Company Shareholders (to the extent Meeting shall be adjourned and not previously withdrawn pursuant to Section 6.3(e).
(iiicancelled) If or as required by Applicable Law Law. The Company shall consult with SPAC in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will use its reasonable best efforts give notice to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies SPAC of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with Meeting and allow SPAC’s representatives and legal counsel to attend the provisions of the FBCACompany Shareholders Meeting. Prior Subject to the filing other terms of the Proxy Statement and form of proxy with the SECthis Agreement, the Company will provide a shall use its commercially reasonable opportunity for Parent efforts to review and comment upon obtain the contents Company Required Approval in respect of the Proxy Statement and form Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary proxy submitted by shareholders in favor of proxy such action, and shall give Parent and take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Company Arrangement Resolution; provided that neither the Company nor any of its counsel Affiliates shall be required to pay or provide any additional consideration to any Company Shareholder in order to obtain the opportunity Company Required Approval. Unless required by applicable Law, the Company shall not make any payment or settlement offer, or agree to review all responses to requests for additional information and replies to comments any payment or settlement prior to their being filed with, the Arrangement Effective Time with respect to any claims regarding the Arrangement or sent to, Dissent Rights without the SECprior written consent of SPAC. Each of The Company shall not change the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with record date for the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders Class A Common Shares or Company Class A Preferred Shares entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor any adjournment or postponement of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected unless required by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1Law.
(vb) Notwithstanding Subject to the foregoingCompany’s obligations under Law, in the event that Merger Sub Company shall own and hold, together (i) provide SPAC with all Company Common Stock held by Parent, at least eighty percent (80%) periodic updates with respect to the aggregate tally of the then outstanding proxies received by the Company Common Stockin respect of the Company Arrangement Resolution, after purchasing shares of (ii) provide SPAC with periodic updates with respect to any communication (written or oral) from any Company Stock Shareholder in the Offer, and, if applicable, pursuant opposition to the Top-Up OptionArrangement, including with respect to written notice from any Company Shareholder of the parties hereto agreeexercise or withdrawal of Dissent Rights, (iii) to the extent reasonably practicable and subject to Article VIIapplicable Law, provide SPAC with an opportunity to take all necessary review and appropriate action comment upon any written communications sent by or on behalf of the Company to cause any such Person, and the Merger to become effective in accordance Company will provide SPAC with periodic updates regarding any discussions, negotiations or proceedings involving any such Person and (iv) provide SPAC with the FBCA, as soon as reasonably practicable after such acquisition, without a opportunity to review and comment on all communications sent to Company Shareholders in connection with the Company Shareholders Meeting.
Appears in 1 contract
Samples: Business Combination Agreement (CF Acquisition Corp. VI)
The Company Shareholders Meeting. (i) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, the Interim Order and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following (and in any event no later than 45 days after the Acceptance Datefiling of the Proxy/Registration Statement or such later date as may be required in order to provide the SPAC Stockholders with additional disclosure as required in connection with the SEC review of the Proxy/Registration Statement), and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of SPAC (not to consider be unreasonably withheld, delayed or conditioned), except in the case of an adjournment as required for quorum purposes. The Company shall consult with SPAC in fixing the record date for the Company Shareholders Meeting and vote upon the date of the Company Shareholders Meeting, give notice to SPAC of the Company Shareholders Meeting and allow SPAC’s Representatives to attend the Company Shareholders Meeting. Subject to the other terms of this Agreement, the Company shall use its commercially reasonable efforts to obtain the Company Required Approval in respect of the Company Resolution and to solicit proxies in favor of the approval of the Merger, this Agreement Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution and the Transactionscompletion of any of the transactions contemplated herein, including, if otherwise determined necessary or advisable by the Company or if so requested by SPAC, acting reasonably, using investment dealers and proxy solicitation services firms selected by the Company (acceptable to SPAC, acting reasonably), cooperating with any Persons engaged by SPAC to solicit proxies in favor of the approval of the Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution, instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by the Company Shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the The Company shall take all lawful actions use commercially reasonable efforts to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company provide SPAC with (A) will prepare and file with the SEC the Proxy Statement updates with respect to the aggregate tally of the proxies received by the Company Shareholders Meetingin respect of the Company Resolution, (B) will use its reasonable best efforts updates with respect to have any communication (written or oral) from any Company Shareholder in opposition to the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is requiredArrangement or any purported exercise or withdrawal of Dissent Rights, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement right to review and form of proxy to be mailed comment on all communications sent to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to participate in any discussions, negotiations or Actions with or including any such Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form Shareholders, in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxyeach case, the Company will use its reasonable best efforts to solicit proxies solely in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, . The Company shall not be affected by the commencement(x) make any payment or settlement offer, public proposal, public disclosure or communication agree to any payment or settlement prior to the Arrangement Effective Time with respect to Dissent Rights, or (y) waive any failure by any Company Shareholder to timely deliver a notice of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoingexercise of Dissent Rights, in each case without the event that Merger Sub shall own and holdprior written consent of SPAC, together with all Company Common Stock held by Parentwhich will not be unreasonably withheld, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meetingconditioned or delayed.
Appears in 1 contract
Samples: Business Combination Agreement (Jupiter Acquisition Corp)
The Company Shareholders Meeting. (i) If required by Applicable Law in order to consummate Upon the Mergerterms of this Agreement, the Interim Order and the provision of the Prospector Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholderspossible, and shall not adjourn, postpone or cancel (or propose the Company Board shall recommend approval of the Mergeradjournment, this Agreement and the Transactions by postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of Prospector (not to be unreasonably withheld, delayed or conditioned), except in the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If case of an adjournment as required by Applicable Law for quorum purposes. The Company shall consult with Prospector in order to consummate fixing the Merger, as soon as reasonably practicable following the Acceptance Date, record date for the Company (A) will prepare Shareholders Meeting and file with the SEC the Proxy Statement with respect to date of the Company Shareholders Meeting, (B) will give notice to Prospector of the Company Shareholders Meeting and allow Prospector’s Representatives and legal counsel to attend the Company Shareholders Meeting. The Company shall use its reasonable best efforts to have obtain the Proxy Statement cleared Company Required Approval in respect of the Company Arrangement Resolution, including instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy, including the Powers of Attorney, submitted by shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval in respect of the Company Arrangement Resolution.
(ii) The Company shall provide Prospector with (i) updates with respect to the aggregate tally of the proxies received by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies Company in respect of the Proxy Statement and form Company Arrangement Resolution, (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Arrangement or any purported exercise or withdrawal of proxy Arrangement Dissent Rights, (iii) the right to be mailed to demand postponement or adjournment of the Company Shareholders in accordance with Meeting if, based on the provisions tally of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SECproxies, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at not receive the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form Required Approval in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation respect of the Company Board Arrangement Resolution; provided, that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, so postponed or adjourned, shall not be affected by later than (A) five (5) Business Days prior to the commencementTermination Date or (B) ten (10) calendar days from the date of the first Company Shareholders Meeting without the prior written consent of Prospector, public proposal, public disclosure or communication and (iv) the right to review and comment on all communications sent to the Company Shareholders and to participate in any discussions, negotiations or Proceedings with or including any Company Shareholders. The Company shall not (y) make any payment or settlement offer, or agree to any payment or settlement prior to the Arrangement Effective Time with respect to Arrangement Dissent Rights, or (z) waive any failure by any Company Shareholder to timely deliver a notice of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoingexercise of Arrangement Dissent Rights, in each case without the event that Merger Sub shall own and holdprior written consent of Prospector, together with all Company Common Stock held by Parentwhich will not be unreasonably withheld, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meetingconditioned or delayed.
Appears in 1 contract
Samples: Business Combination Agreement (Prospector Capital Corp.)
The Company Shareholders Meeting. (i) If required by Applicable Law in order to consummate the Merger, the Company shall take all action in accordance with the federal securities laws, the FBCA and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent as soon as reasonably practicable following the Acceptance Date, to consider and vote upon approval of the Merger, this Agreement and the Transactions.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company shall take all lawful actions to solicit the prompt approval of the Merger, this Agreement and Transactions, the Transactions by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e)).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company Company
(A) will prepare and file with the SEC the Proxy Statement with respect to the Company Shareholders Meeting, (B) will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is required, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement and form of proxy to be mailed to the Company Shareholders in accordance with the provisions of the FBCA. Without limiting the generality of the foregoing, each of Parent and Merger Sub shall promptly furnish to the Company all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Company Proxy Statement. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that such information shall have become false or misleading in any material respect and the Company shall promptly prepare and mail to the Company Shareholders an amendment or supplement setting forth such correction. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxy, the Company will use its reasonable best efforts to solicit proxies in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoing, in the event that Merger Sub shall own and hold, together with all Company Common Stock held by ParentParent and their affiliates, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meeting.
Appears in 1 contract
The Company Shareholders Meeting. (i) If required by Applicable Law in order Subject to consummate the Mergerterms of this Agreement, and the provision of the SPAC Information, the Company shall take all action convene and conduct the Company Shareholders Meeting in accordance with the federal securities lawsGoverning Documents of the Company, the FBCA applicable Laws and the Company’s Articles of Incorporation and the Company’s Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Shareholders (the “Company Shareholders Meeting”) to be held on a date determined in consultation with Parent Interim Order as soon as reasonably practicable following (and in any event no later than 45 days after the Acceptance Datefiling of the Proxy/Registration Statement or such later date as may be required in order to provide the SPAC Stockholders with additional disclosure as required in connection with the SEC review of the Proxy/Registration Statement), and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Shareholders Meeting without the prior written consent of SPAC, except in the case of an adjournment as required for quorum purposes. The Company shall consult with SPAC in fixing the record date for the Company Shareholders Meeting and the date of the Company Shareholders Meeting, give notice to consider SPAC of the Company Shareholders Meeting and vote upon allow SPAC’s Representatives to attend the Company Shareholders Meeting. Subject to the other terms of this Agreement, the Company shall use its commercially reasonable efforts to obtain the Company Required Approval in respect of the Company Resolution and to solicit proxies in favor of the approval of the Merger, this Agreement Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution and the Transactionscompletion of any of the transactions contemplated herein, including, if otherwise determined necessary or advisable by the Company or if so requested by SPAC, acting reasonably, using investment dealers and proxy solicitation services firms selected by the Company (acceptable to SPAC, acting reasonably), cooperating with any Persons engaged by SPAC to solicit proxies in favor of the approval of the Company Resolution and against any resolution submitted by any Company Shareholder that is inconsistent with the Company Resolution, instructing the management proxyholders named in the Company Information Circular to vote any discretionary or blank proxy submitted by the Company Shareholders in favor of such action, and shall take all other action reasonably necessary or advisable to secure the Company Required Approval.
(ii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the The Company shall take all lawful actions use commercially reasonable efforts to solicit the prompt approval of the Merger, this Agreement and Transactions, by the Company Shareholders, and the Company Board shall recommend approval of the Merger, this Agreement and the Transactions by the Company Shareholders (to the extent not previously withdrawn pursuant to Section 6.3(e).
(iii) If required by Applicable Law in order to consummate the Merger, as soon as reasonably practicable following the Acceptance Date, the Company provide SPAC with (A) will prepare and file with the SEC the Proxy Statement updates with respect to the aggregate tally of the proxies received by the Company Shareholders Meetingin respect of the Company Resolution, (B) will use its reasonable best efforts updates with respect to have any communication (written or oral) from any Company Shareholder in opposition to the Proxy Statement cleared by the SEC as soon as reasonably practicable thereafter, if such clearance is requiredArrangement or any purported exercise or withdrawal of Dissent Rights, and (C) as soon as reasonably practicable thereafter, will cause copies of the Proxy Statement right to review and form of proxy to be mailed comment on all communications sent to the Company Shareholders in accordance with the provisions of the FBCA. Prior to the filing of the Proxy Statement and form of proxy with the SEC, the Company will provide a reasonable opportunity for Parent to review and comment upon the contents of the Proxy Statement and form of proxy and shall give Parent and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. Each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to participate in any discussions, negotiations or Actions with or including any such Company Shareholders entitled to vote at the Company Shareholders Meeting at the earliest practicable time. The Proxy Statement and form of proxy will comply as to form Shareholders, in all material respects with the applicable requirements of the Exchange Act and rules and regulations of the SEC. The Proxy Statement will include the recommendation of the Company Board that the Company Shareholders approve this Agreement (subject to Section 6.3(e) hereof). After delivery to the Company Shareholders of copies of the Proxy Statement and form of proxyeach case, the Company will use its reasonable best efforts to solicit proxies solely in connection with such Company Shareholders Meeting in favor of approval of this Agreement (subject to Section 6.3(e) hereof).
(iv) Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 6.3, including its obligation to duly call, give notice of, convene and hold the Company Shareholders Meeting, . The Company shall not be affected by the commencement(x) make any payment or settlement offer, public proposal, public disclosure or communication agree to any payment or settlement prior to the Share Exchange Effective Time with respect to Dissent Rights, or (y) waive any failure by any Company Shareholder to timely deliver a notice of any Superior Proposal (as defined in Section 6.3), until and unless the Company terminates this Agreement in accordance with Section 8.1.
(v) Notwithstanding the foregoingexercise of Dissent Rights, in each case without the event that Merger Sub shall own and holdprior written consent of SPAC, together with all Company Common Stock held by Parentwhich will not be unreasonably withheld, at least eighty percent (80%) of the then outstanding Company Common Stock, after purchasing shares of Company Stock in the Offer, and, if applicable, pursuant to the Top-Up Option, the parties hereto agree, subject to Article VII, to take all necessary and appropriate action to cause the Merger to become effective in accordance with the FBCA, as soon as reasonably practicable after such acquisition, without a Company Shareholders Meetingconditioned or delayed.
Appears in 1 contract
Samples: Business Combination Agreement (Bite Acquisition Corp.)
