Common use of The Company Stockholders Meeting Clause in Contracts

The Company Stockholders Meeting. If the Company Stockholders Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, take all action in accordance with the United States federal securities laws, the DGCL and the Company Certificate of Incorporation and the Company By-Laws necessary to duly call, give notice of, convene and hold a special meeting of the Company Stockholders, to be held on the earliest practicable date determined in consultation with Parent, for the purpose of obtaining the Company Stockholders Approval (the "COMPANY STOCKHOLDERS MEETING"). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Parent's consent. The Board of Directors of the Company shall submit this Agreement to the Company Stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Stockholders proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the DGCL and the Company Certificate of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 6.3, 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 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. Parent agrees to be present at the Company Stockholder Meeting with respect to all shares of Company Common Stock owned by Parent or its Affiliates and to vote or cause to be voted all such shares in favor of the Merger. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the option and request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Company Stockholders Meeting in accordance with Section 253 of the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc)

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The Company Stockholders Meeting. If the The Company Stockholders Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, shall take all action in accordance with the United States federal securities laws, the DGCL and the Company Certificate of Incorporation and the Company By-Laws necessary to duly call, give notice of, convene and hold a special meeting of the Company Stockholders, to be held on the earliest practicable date determined in consultation with Parent, for the purpose of obtaining the Required Company Stockholders Stockholder Approval (the "COMPANY STOCKHOLDERS MEETING"). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Parent's consent. The Board of Directors of the Company shall submit this Agreement to the Company Stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Stockholders proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the DGCL and the Company Certificate of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 6.35.3, 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 6.3 5.3 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. Parent agrees to be present at the Company Stockholder Meeting with respect to all shares of Company Common Stock owned by Parent or its Affiliates and to vote or cause to be voted all such shares in favor of the Merger. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the option and request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Company Stockholders Meeting in accordance with Section 253 of the DGCL.

Appears in 2 contracts

Samples: Merger Agreement (Omnicare Inc), Merger Agreement (NCS Healthcare Inc)

The Company Stockholders Meeting. If the Company Stockholders Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, take all action in accordance with the United States federal securities laws, the DGCL and the Company Certificate of Incorporation and the Company By-Laws necessary to duly call, give notice of, convene and hold a special meeting of the Company Stockholders, to be held on the earliest practicable date determined in consultation with Parent, for the purpose of obtaining the Company Stockholders Approval (the "COMPANY STOCKHOLDERS MEETING"). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Parent's consent. The Board of Directors of the Company shall submit this Agreement to the Company Stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Stockholders proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the DGCL and the Company Certificate of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 6.3, 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 6.3 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. Parent agrees to be present at the Company Stockholder Meeting with respect to all shares of Company Common Stock owned by Parent or its Affiliates and to vote or cause to be voted all such shares in favor of the Merger. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the option and request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Company Stockholders Meeting in accordance with Section 253 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Omnicare Inc)

The Company Stockholders Meeting. (i) If the Company Stockholders Approval is required by lawApplicable Law in order to consummate the Merger, the Company shall, as promptly as practicable following the expiration of the Offer, shall take all action in accordance with the United States federal securities laws, the DGCL and the Company Company’s Certificate of Incorporation and the Company By-Laws Bylaws necessary to duly and properly call, give notice of, convene and hold a special meeting of the Company Stockholders, Stockholders (the “Company Stockholders Meeting”) to be held on the earliest practicable a date determined in consultation with ParentParent as soon as reasonably practicable following the Acceptance Date, for to consider and vote upon approval and adoption of the purpose of obtaining Merger and this Agreement. (ii) If Company Stockholder Approval is required by Applicable Law in order to consummate the Company Stockholders Approval (Merger, as soon as reasonably practicable following the "COMPANY STOCKHOLDERS MEETING"). Once the Company Stockholders Meeting has been called and noticedAcceptance Date, the Company shall not postpone or adjourn (other than for take all lawful actions to solicit the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Parent's consent. The Board of Directors prompt approval of the Company shall submit Merger and this Agreement to by the Company Stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies and the Company Board Recommendation. The Company shall solicit from the Company Stockholders proxies in favor recommend approval of the Merger and shall take all other action necessary or advisable to secure the vote or consent of this Agreement by the Company Stockholders (if not previously withdrawn pursuant to Section 6.3(e)). (iii) If Company Stockholder Approval is required by Applicable Law in order to consummate the DGCL Merger, as soon as reasonably practicable following the Acceptance Date and in any event no later than three (3) business days thereafter, the Company Certificate (A) will prepare and file with the SEC the Proxy Statement with respect to the Company Stockholders 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 Incorporation the Proxy Statement and form of proxy to be mailed to the Company By-Laws to authorize and adopt this Agreement and Stockholders in accordance with the Mergerprovisions of the DGCL. Without limiting the generality of the foregoing, (i) each of Parent and Merger Sub shall promptly furnish to the Company agrees that its obligation all information concerning Parent and Merger Sub required by the Exchange Act and the rules and regulations promulgated thereunder to duly call, give notice of, convene and hold a meeting be set forth in the Company Proxy Statement. Prior to the filing of the holders Proxy Statement and form of proxy with the SEC, the Company Common Stockwill 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, as required or sent to, the SEC. Each of Parent, Merger Sub and the Company agree to promptly correct any information provided by this Section 6.3it 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 Stockholders an amendment or supplement setting forth such correction. Each of the Company, shall not be affected 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 withdrawal, amendment or modification SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to Company Stockholders entitled to vote at the Company Stockholders Meeting at the earliest practicable time. The Proxy Statement will include the recommendation of the Company Board Recommendation and (ii) that the Company agrees that its obligations pursuant Stockholders approve this Agreement (subject to this Section 6.3 shall not be affected by 6.3(e) hereof, to the commencement, public proposal, public disclosure or communication extent still applicable). After delivery to the Company Stockholders of any Acquisition Proposal or Superior Proposal. Parent agrees to be present at copies of the Proxy Statement and form of proxy, the Company Stockholder Meeting will use its reasonable best efforts to solicit proxies in connection with respect to all shares of Company Common Stock owned by Parent or its Affiliates and to vote or cause to be voted all such shares in favor of the Merger. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the option and request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Company Stockholders Meeting in accordance with favor of approval of this Agreement (subject to Section 253 of 6.3(e) hereof, to the DGCLextent still applicable).

Appears in 1 contract

Samples: Merger Agreement (Aerosonic Corp /De/)

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The Company Stockholders Meeting. If the The Company Stockholders Approval is required by law, the Company shall, as promptly as practicable following the expiration of the Offer, shall take all action in accordance with the United States federal securities laws, the DGCL and the Company Certificate of Incorporation and the Company By-Laws necessary to duly call, give notice of, convene and hold a special meeting of the Company Stockholders, to be held on the earliest practicable date determined in consultation with Parent, for the purpose of obtaining the Required Company Stockholders Stockholder Approval (the "COMPANY STOCKHOLDERS MEETINGCompany Stockholders Meeting"). Once the Company Stockholders Meeting has been called and noticed, the Company shall not postpone or adjourn (other than for the absence of a quorum and then only to the next possible future date) the Company Stockholders Meeting without Parent's consent. The Board of Directors of the Company shall submit this Agreement to the Company Stockholders, whether or not the Board of Directors of the Company at any time changes, withdraws or modifies the Company Board Recommendation. The Company shall solicit from the Company Stockholders proxies in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of the Company Stockholders required by the DGCL and the Company Certificate of Incorporation and Company By-Laws to authorize and adopt this Agreement and the Merger. Without limiting the generality of the foregoing, (i) the Company agrees that its obligation to duly call, give notice of, convene and hold a meeting of the holders of Company Common Stock, as required by this Section 6.35.3, 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 6.3 5.3 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal or Superior Proposal. Parent agrees to be present at the Company Stockholder Meeting with respect to all shares of Company Common Stock owned by Parent or its Affiliates and to vote or cause to be voted all such shares in favor of the Merger. Notwithstanding the foregoing, if Sub or any other Subsidiary of Parent shall acquire at least 90% of the outstanding shares of Company Common Stock, the parties shall, at the option and request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the expiration of the Offer without a Company Stockholders Meeting in accordance with Section 253 of the DGCL.

Appears in 1 contract

Samples: Merger Agreement (Genesis Health Ventures Inc /Pa)

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