THE PROXY Sample Clauses

THE PROXY. (a) As promptly as practicable after the date hereof JAC shall file a proxy statement relating to the Offer and the Business Combination contemplated hereby with the SEC (as amended or supplemented from time to time, the “Proxy Statement”) and provide its stockholders with the opportunity to redeem their shares in conjunction with a stockholder vote on the Business Combination and other transactions contemplated under this Agreement and the Ancillary Agreements, all in accordance with and as required by JAC’s Governing Documents (including the Prospectus and the Certificate of Incorporation), any related agreements with the Founders, applicable law, and any applicable rules and regulations of the SEC and Nasdaq. To this end, JAC with provide the Company prior to filing copies of the draft proxy statements and a reasonable opportunity to comment on and consult with respect thereto. (b) Without limitation, in the Proxy Statement, JAC shall (i) seek (A) adoption and approval of this Agreement by the holders of JAC Common Stock in accordance with applicable law and exchange rules and regulations, (B) to elect five (5) directors, three (3) of whom shall be designated by the Company and two (2) of whom shall be designated by the JAC Board (the “JAC Designees”), and (C) to amend its certificate of incorporation to increase its authorized number of shares of JAC Common Stock to a number of shares mutually acceptable to the Company and JAC and change the name of JAC to a name mutually acceptable to the Company and JAC, and (ii) file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with the proxy Solicitation rules promulgated under the Exchange Act and the Certificate of Incorporation) (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the “Offer Documents”). When filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. JAC shall cause the Offer Documents to be disseminated as promptly as practicable to JAC’s equityholders as and to the extent such dissemination is required by United States federal securities laws and the rules and regulations of the SEC and Nasdaq promulgated thereunder or otherwise (the “Federal Securities Laws”). The Company shall provide t...

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THE PROXY. In the case of the Company: it shall promptly assist InterWest in the preparation of a proxy statement (the "Proxy Statement") to be mailed to the holders of the Company Common Stock in connection with the transactions contemplated by this Plan and to be filed by InterWest in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.8, which shall conform to all applicable legal requirements, and it shall call a special meeting (the "Meeting") of the holders of Company Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and the Company shall use its best efforts to solicit and obtain votes of the holders of Company Common Stock in favor of the transactions contemplated by this Plan and, subject to the exercise of its fiduciary duties, the Board of Directors of the Company shall recommend approval of such transactions by such holders.

THE PROXY. (a) As promptly as practicable after the date hereof Parent shall file a proxy statement relating to the Offer and the Business Combination contemplated hereby with the SEC (as amended or supplemented from time to time, the “Proxy Statement”) and provide its stockholders with the opportunity for up to 17,250,000 shares of Parent Common Stock (the “Offering Shares”) to be redeemed in conjunction with a stockholder vote on the Business Combination and other transactions contemplated under this Agreement and the Ancillary Agreements, all in accordance with and as required by Parent’s Governing Documents (including the Prospectus and the Certificate of Incorporation), any related agreements with the Founders, applicable law, and any applicable rules and regulations of the SEC and Nasdaq. (b) Parent shall not terminate or withdraw the Offer other than in connection with the valid termination of this Agreement in accordance with ARTICLE 8. Parent shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, Nasdaq or the respective staff thereof that is applicable to the Offer. Nothing in this Section 6.5(b) shall (i) impose any obligation on Parent to extend the Offer beyond the Outside Date, or (ii) be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement in accordance with ARTICLE 8. (c) Without limitation, in the Proxy Statement, Parent shall (i) seek (A) to have a new incentive equity plan approved by a majority of holders present at the shareholder meeting referred to therein, (B) adoption and approval of this Agreement by the holders of Parent Common Stock in accordance with applicable law and exchange rules and regulations, and (C) to amend its certificate of incorporation to increase its authorized number of shares of Parent Common Stock and change the name of Parent, and (ii) file with the SEC financial and other information about the transactions contemplated by this Agreement in accordance with the Proxy Solicitation Rules (as defined in the Certificate of Incorporation) (such Proxy Statement and the documents included or referred to therein pursuant to which the Offer will be made, together with any supplements, amendments and/or exhibits thereto, the “Offer Documents”). When filed, the Proxy Statement and other Offer Documents will comply in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. P...

THE PROXY. In the case of NorthStar: it shall promptly assist Frontier in the preparation of a proxy statement (the "Proxy Statement") to be mailed to the holders of NorthStar Common Stock in connection with the transactions contemplated by this Agreement and to be filed by Frontier in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.7, which shall conform to all applicable legal requirements, and it shall call a special meeting (the "Meeting") of the holders of NorthStar Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Agreement and NorthStar shall use its best efforts to solicit and obtain votes of the holders of NorthStar Common Stock in favor of the transactions contemplated by this Agreement and, subject to the exercise of its fiduciary duties, the Board of Directors of NorthStar shall recommend approval of such transactions by such holders.

THE PROXY. In the case of the Company: it shall promptly assist Heritage in the preparation of a joint proxy statement (the "Proxy Statement") to be mailed to the holders of the Company Common Stock and the holders of Heritage Common Stock in connection with the transactions contemplated by this Plan and to be filed by Heritage in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.8, which shall conform to all applicable legal requirements. Heritage and Company shall call special meetings (the "Meetings") of the holders, respectively, of Company Common Stock and Heritage Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and Heritage and Company shall use their best efforts to solicit and obtain shareholder votes in favor of the transactions contemplated by this Plan and, subject to the exercise of their fiduciary duties, the Boards of Directors of the Company and Heritage shall recommend approval of such transactions by such respective holders.

THE PROXY. The Bank will promptly assist USBN in the preparation of a proxy statement (the "Proxy Statement") to be mailed to the holders of the Bank Common Stock in connection with the transactions contemplated by this Plan and to be filed by USBN in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.8, which will conform to all applicable legal requirements, and it will call a meeting (the "Meeting") of the holders of Bank Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and the Bank will use its best efforts to solicit and obtain votes of the holders of Bank Common Stock in favor of the transactions contemplated by this Plan and, subject to the exercise of its fiduciary duties, the Board of Directors of the Bank will recommend approval of such transactions by such holders.

THE PROXY. In the case of Bancwest: it shall promptly assist USBN in the preparation of a joint proxy statement (the "Proxy Statement") to be mailed to the holders of Bancwest Common Stock and USBN Common Stock in connection with the transactions contemplated by this Plan and to be filed by USBN in a registration statement (the "Registration Statement") with the SEC as provided in Section 5.7, which shall conform to all applicable legal requirements. Bancwest shall call a meeting (the "Bancwest Meeting") of the holders of Bancwest Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and Bancwest shall use its best efforts to solicit and obtain votes of the holders of Bancwest Common Stock in favor of the transactions contemplated by this Plan and, subject to the exercise of its fiduciary duties, the Board of Directors of Bancwest shall recommend approval of such transactions by such holders. USBN shall call a meeting (the "USBN Meeting") of the holders of USBN Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Plan and USBN shall use its best efforts to solicit and obtain votes of the holders of USBN Common Stock in favor of the transactions contemplated by this Plan and, subject to the exercise of its fiduciary duties, the Board of Directors of USBN shall recommend approval of such transactions by such holders.

THE PROXY. In the case of WWB: it shall promptly assist Heritage in the preparation of a proxy statement (the “Proxy Statement”) to be mailed to the holders of WWB Common Stock in connection with the transactions contemplated by this Agreement and to be filed by Heritage in a registration statement (the “Registration Statement”) with the SEC as provided in Section 5.7, which shall conform to all applicable legal requirements, and it shall call a special meeting (the “Meeting”) of the holders of WWB Common Stock to be held as soon as practicable for purposes of voting upon the transactions contemplated by this Agreement and WWB shall use its best efforts to solicit and obtain votes of the holders of WWB Common Stock in favor of the transactions contemplated by this Agreement and, subject to the exercise of its fiduciary duties, the Board of Directors of WWB shall recommend approval of such transactions by such holders.

THE PROXY. TCB and HBI shall promptly assist each other in the preparation of a combination proxy statement and offering circular (the "Proxy Statement") to be mailed to the holders of TCB Common Stock and HBI Common Stock in connection with the transactions contemplated by this Plan, which shall conform to all applicable legal requirements, and include relevant disclosure to TCB shareholders with regard to HBI as required by applicable securities laws for the offering of HBI Common Stock.

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