EGM Notice definition
Examples of EGM Notice in a sentence
Except to the extent that the Parent Board shall have effected a Parent Adverse Recommendation Change as permitted by Section 7.02 hereof, the EGM Notice shall include the Parent Board Recommendation.
Each FIS Executing Shareholder undertakes to vote or cause to be voted, all of the FIS Shares now or hereafter owned, controlled or beneficially held, by such FIS Executing Shareholder, in favor of the resolutions set forth in the EGM Notice.
Seller shall use commercially reasonable efforts to cause each Person identified in Section 2.16 of the Seller Disclosure Schedule and each other Person who is or becomes (or may be deemed to be) an “affiliate” (as that term is used in Rule 145 under the Securities Act) of Seller to execute and deliver to Xcyte, prior to the date of the mailing of the Seller EGM Notice, an Affiliate Agreement in the form of Exhibit E.
Seller shall approve the Amended Articles as contemplated in Article 14(3) of the Articles and further, Seller shall, following Closing and completion under Section 3.3(b), consent to the further amendment of the Articles by the board of directors of the Company as provided in Item 2 VIII of the EGM Notice promptly following written notice from the Company that the transfers contemplated in the Share Buyback have been completed and the Seller then owns less than 9.5% of the Shares.
Immediately following the execution of this Agreement, FIS shall call and give notice of a general meeting of the holders of FIS Shares for the approval of the FIS Transaction in the form attached hereto as Exhibit 6.09 (the "EGM Notice"), and take all other necessary measures in order to convene such meeting within seven (7) days after the date of the EGM Notice.