The Meeting. The Company shall:
The Meeting. The purpose of the meeting is to discuss the grievance, and to engage in problem solving in an attempt to reach a mutually agreed resolution.
The Meeting. (1) The Company covenants that it will:
The Meeting. (a) The Company shall call a special meeting of the Company's shareholders as soon as reasonably practicable for the purpose of obtaining approval of the Merger by the affirmative vote of a majority of the outstanding shares (the "Stockholder Approval") and use its reasonable best efforts to obtain the Stockholder Approval, including the use of a proxy statement in which the Board of Directors and the Special Committee recommend to the holders of Class A Stock and the holders of Class B Stock to vote for the approval of the Merger; provided, however, that the Board of Directors shall not be required to call, or to hold, such meeting, nor shall the Stockholders be required to vote for the Merger, and the Board of Directors or the Special Committee shall be permitted to enter into discussions or negotiations with, any person that previously has made an unsolicited bona fide written Acquisition Proposal (as defined below) if, and only to the extent that, (A) the Company Board, after consultation with and having considered the written advice of its legal counsel, determines in good faith that (x) such Acquisition Proposal would, if consummated, constitute a Superior Proposal (as hereinafter defined), and (y) such action is necessary for the Company Board to comply with its duties to the Company's stockholders under applicable Law, (B) the Special Committee, after consultation with and having considered the written advice of its legal counsel, determines in good faith that such Acquisition Proposal would, if consummated, be fair to and in the best interests of the holders of the Company's Stock and (C) prior to taking such action, the Company receives from such person an executed confidentiality agreement in reasonably customary form. In addition, either of the Special Committee or the Board of Directors shall be permitted to withdraw, modify or propose to withdraw or modify its recommendation of the Merger if its fiduciary duties require.
The Meeting. The Company shall convene and conduct the Meeting in accordance with the Interim Order, the Company’s Constating Documents and Law as soon as reasonably practicable.
The Meeting. 1. Subject to the terms of this Agreement, the Company covenants that it will:
The Meeting. Subject to the terms and conditions of this Agreement and receipt of the Interim Order:
The Meeting. (1) Subject to the terms of this Agreement and the Interim Order, Tundra agrees to duly call, convene and conduct the Meeting as soon as practicable in accordance with the Interim Order, Tundra’s articles of amalgamation and by-laws and applicable Laws on or before June 19, 2009 and not to propose to adjourn or postpone or cancel or fail to hold the Meeting without the prior written consent of Parent SubCo:
The Meeting. (1) The Fund shall:
