THE SPECIAL MEETING Sample Clauses

THE SPECIAL MEETING. 48 Date, Time, and Place of the Special Meeting.............. 48

THE SPECIAL MEETING of Issuer's shareholders held for the purpose of voting on the Agreement shall not have been held pursuant to the Agreement or shall have been canceled prior to termination of the Agreement, or for any reason whatsoever Issuer's Board of Directors shall have failed to recommend, or shall have withdrawn or modified in a manner adverse to Grantee the recommendation of Issuer's Board of Directors, that Issuer's shareholders approve the Agreement, or if Issuer or Issuer's Board of Directors fails to oppose any proposal by any Person (other than Grantee or any Grantee Subsidiary) respecting an Acquisition Transaction (unless advised by counsel to Issuer that Issuer's or Issuer's Board of Directors' failure to so oppose is necessary in order to satisfy the fiduciary duty owed by Issuer's Board of Directors to Issuer's shareholders); or

THE SPECIAL MEETING. 14 Date, Time and Place of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Purpose of the Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Record Date and Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Stockholder Vote Required to Adopt the Proposals at the Special Meeting . . . . . . . . . . . . . . . 15 Effect of Abstentions and Broker Non-Votes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Voting and Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Revocation of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Solicitation Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Postponements and Adjournments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Stockholder List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Questions and Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Transaction Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 SUNRISE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Sunrise Senior Living, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Health Care REIT, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Xxxxxx Holdco, Inc. and Xxxxxx Holdco Sub, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Red Fox, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Background of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Reasons for the Merger; Recommendation of the Sunrise Board . . . . . . . . . . . . . . . . . . . . . . . 35 Opinion of Xxxxxxx, Xxxxx & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...

THE SPECIAL MEETING. New Senior has agreed to establish a record date for, call, give notice of, convene and hold the Special Meeting as promptly as practicable following the date on which the registration statement on Form S-4 of which this proxy statement/prospectus forms a part is declared effective by the SEC (with the date initially set for the Special Meeting to be no more than 45 days following such effective date), and that New Senior and the New Senior Board will not propose any matters to be voted on at the Special Meeting other than the proposals contained in this proxy statement/prospectus. Unless the New Senior Board has made a New Senior Adverse Recommendation Change (as defined in the section entitled “The Merger Agreement — No Solicitation; Change in New Senior Board Recommendation” beginning on page 78 of this proxy statement/prospectus) in accordance with the Merger Agreement (i) New Senior and the New Senior Board have agreed to use their reasonable best efforts to obtain from the stockholders of New Senior the approval of the Merger Proposal and conduct any proxy solicitation exercise and undertake any other steps as may reasonably be requested by Ventas to assist in obtaining the approval of the Merger Proposal and (ii) New Senior has agreed that the New Senior Board will recommend to New Senior’s stockholders the approval of the Merger Proposal (which we refer to as the “New Senior Board Recommendation”). New Senior has agreed not to postpone or adjourn the Special Meeting without the consent of Ventas, except that the Special Meeting may be adjourned on one or more occasions for the purpose of soliciting additional proxies if New Senior reasonably expects that there will be insufficient votes at the time of the Special Meeting to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. However, the Merger Agreement provides that New Senior may not adjourn the Special Meeting without Ventas’s prior written consent to a date that is (i) more than 10 business days after it is then scheduled, (ii) more than 60 days after the date for which the Special Meeting was originally scheduled or (iii) less than 10 business days prior to the Outside Date. New Senior may also adjourn the Special Meeting without Xxxxxx’s consent in certain additional circumstances if required to enable New Senior or Ventas to comply with the requirement in the Merger Agreement to provide notice to the other party 10 business days prior to the Special Meeting if i...

THE SPECIAL MEETING. Time, Place and Purpose of the Special Meeting This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our Board for use at the special meeting to be held, unless adjourned or postponed, on May 9, 2013, starting at 10 a.m. local time, at the offices of Xxxxxxxxx Xxxxxxxxxx & Xxxx LLP, at the Prudential Tower, 00xx Xxxxx, 000 Xxxxxxxx Xxxxxx, Xxxxxx XX, 00000 or at any postponement or adjournment thereof. The purpose of the special meeting is for our stockholders to consider and vote upon the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, the approval of a non-binding advisory vote on certain Xxxxxx related compensation that may be paid or become payable to our named executive officers in connection with the Merger and any proposal to adjourn or postpone the special meeting, if necessary or appropriate to solicit additional proxies to vote in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger. Our stockholders must adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger in order for the Merger to occur. If we do not receive the requisite vote of our stockholders to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A. This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about April 11, 2013. Record Date and Quorum We have fixed the close of business on April 5, 2013 as the record date for the special meeting, and only holders of record of our Common Stock and Preferred Stock on the record date are entitled to vote at the special meeting and any adjournments or postponements thereof. As of the record date, there were 24,431,204 shares of our Common Stock entitled to vote at the special meeting, 418,658 shares of Series B Stock entitled to vote at the special meeting, representing 5,442,554 votes, 100,000 shares of Series C Stock entitled to vote at the special meeting, representing 1,300,000 votes, 250,000 shares of Series D Stock entitled to vote at the special meeting, representing 3,500,000 votes, 296,666 shares of Series E Stock entitled to vote at the special meeting, representing 2,966,660 votes, and 114,286 shares of Series F Stock entitled to vote at the...

THE SPECIAL MEETING of Shareholders may resolve upon the allocation of earnings to the employees of the Bank or subsidiaries, in conformity to prevailing laws. 1. In partial exercise of powers conferred by the Extraordinary Shareholders’ Meeting held on May 4, 2004 pursuant to Article 2443 of the Italian Civil Code, the Board of Directors passed a resolution on July 22, 2004 to increase capital by a maximum amount of Euro 7,284,350 corresponding to a maximum number of 14,568,700 ordinary shares of Euro 0.50 each and passing another resolution on November 18, 2005 to increase capital by a maximum amount of Euro 20,815,000 corresponding to a maximum number of 41,630,000 ordinary shares of Euro 0.50 each, to be used to exercise a corresponding number of subscription rights reserved for the Executive Personnel of UniCredit S.p.A. and the other Group Banks and Companies who hold positions which are significant in terms of achieving the overall objectives of the Group. The aforementioned rights can be exercised from 2008 until 2017 according to the criteria and in the periods identified by the Board of Directors. 2. The Board of Directors, in partial exercise of the powers received as per Article 2443 of the Italian Civil Code from the Extraordinary Shareholders’ Meeting of May 12, 2006, has resolved, on June 13, 2006 to increase the share capital of a maximum nominal amount of Euro 14,602,350 corresponding to a maximum number of 29,204,700 ordinary shares having a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, who hold positions considered highly relevant for the attainment of the overall Group targets. The aforementioned rights can be exercised from 2010 until 2019 according to the criteria and in the periods identified by the Board of Directors. 3. The Board of Directors, in partial exercise of the powers received, as per Article 2443 of the Italian Civil Code, from the Extraordinary Shareholders’ Meeting of May 10, 2007, has resolved on June 12, 2007 to increase the share capital of a maximum nominal amount of Euro 14,904,711.50 corresponding to a maximum number of 29,809,423 ordinary shares with a value of Euro 0.50 each, at the service of the exercise of a corresponding number of subscription rights to be granted to the Management of UniCredit S.p.A., as well as of the other Banks and companies of the Group, w...

THE SPECIAL MEETING. Subject to the terms of this Agreement and the Interim Order, Zymeworks shall convene and conduct the Special Meeting in accordance with the Governing Documents of Zymeworks, applicable Law and the Interim Order as soon as reasonably practicable after the date of the Interim Order to consider the Redomicile Resolution (and for any other proper purpose as may be set out in the notice for the Special Meeting, as determined by Zymeworks). Zymeworks shall use reasonable efforts to obtain the Required Approval in respect of the Redomicile Resolution.

THE SPECIAL MEETING. The Partnership agrees that, as soon as practical following the Closing, it will call the Special Meeting for the purpose of considering and voting upon the following proposals (collectively, the "Proposals"): (a) A proposal (the "Common Units Proposal") that, if approved by the requisite vote of the holders of at least 2/3 of the outstanding Common Units and Special Units, voting at the Special Meeting together as a single class, will permit the Partnership to issue up to 10,000,000 additional Common Units for any Partnership purpose, including issuance in a public offering in order to repay indebtedness and for future acquisitions; and (b) A proposal (the "Listing Proposal") that, if approved by the requisite vote of the holders of a majority of the outstanding Common Units, will permit the listing on the New York Stock Exchange of Common Units to be issued by the Partnership in exchange for the Special Units; in accordance with the terms of the Special Units, the Listing Proposal, if so approved, will result in a change in the terms of the Special Units to provide that each Special Unit is convertible into one Common Unit at the option of the holder of such Special Units.

THE SPECIAL MEETING. Hostopia is furnishing this Circular to Hostopia stockholders as part of the solicitation of proxies by management of Hostopia for use at the special meeting.

THE SPECIAL MEETING. 11 Interests of Triple-S’s Directors and Executive Officers in the Merger . . . . . . . . . . . . . . . . . . . . . . . . 12 Directors’ and Officers’ Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Market Prices of Triple-S Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Litigation Related to the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13