Examples of Xxxxxx Stockholders Meeting in a sentence
Xxxxxx shall, as promptly as reasonably practicable (and in no event later than the tenth (10th) Business Day following the date of this Agreement) conduct a “broker search” as contemplated by and in accordance with Rule 14a-13 promulgated under the Exchange Act with respect to the Xxxxxx Stockholders Meeting (based on a record date that is twenty (20) Business Days following the date on which such broker search is commenced).
The Proxy Statement will not, at the time it is first mailed to Xxxxxx’x stockholders, at the time of any amendments or supplements thereto and at the time of the Xxxxxx Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading.
If at any time the current record date for the Xxxxxx Stockholders Meeting is not reasonably likely to satisfy the requirements of Xxxxxx’x organizational documents and applicable Law, Xxxxxx shall, in consultation with Saturn, set a new record date and shall continue to comply with the “broker search” requirements of Rule 14a-13 promulgated under the Exchange Act with respect to any such new record date.
Each of Xxxxxx and Saturn shall cooperate and use their reasonable best efforts to cause the Xxxxxx Stockholders Meeting and the Saturn Stockholders Meeting to be held on the same date and to cause the record date for the Saturn Stockholders Meeting and the Xxxxxx Stockholders Meeting to occur on the same date.
The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act (i) at the times the Form S-4 is filed with the SEC and at the time the Form S-4 becomes effective, (ii) at the times the Joint Proxy Statement/Prospectus is mailed to Saturn’s stockholders and Xxxxxx’x stockholders and (iii) at the time of the Saturn Stockholders Meeting and the Xxxxxx Stockholders Meeting.
The Form S-4 and the Joint Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act (i) at the times the Form S-4 is filed with the SEC and at the time the Form S-4 becomes effective, (ii) at the times the Joint Proxy Statement/Prospectus is mailed to Saturn’s stockholders and Xxxxxx’x stockholders and (iii) at the time of the Saturn Stockholders Meeting and Xxxxxx Stockholders Meeting.
Xxxxxx will take all necessary action so that stockholder approval of this Agreement and the transactions contemplated hereby, including the Merger, will require the affirmative vote of (i) a majority of the outstanding shares of Xxxxxx Common Stock, and (ii) a majority of the outstanding shares of Xxxxxx Common Stock which are voted at the Xxxxxx Stockholders' Meeting other than shares held directly or indirectly by Xxxxxx X.
Hammer shall vote, or cause to be voted, all shares of Xxxxxx Common Stock beneficially owned by it or any Hammer Subsidiary as of the record date for the Xxxxxx Stockholders Meeting, if any, in favor of the approval of this Agreement and the Merger.
Promptly after the date hereof, Xxxxxx will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Xxxxxx Stockholders Meeting to be held as promptly as practicable, and in any event (to the extent permissible under applicable law) within 45 days after the declaration of effectiveness of the Registration Statement.
Subject to the terms hereof, at the Xxxxxx Stockholders Meeting, Xxxxxx shall propose and recommend that its Certificate of Incorporation be amended to increase the authorized number of shares of Xxxxxx Common Stock thereunder from 30,000,000 shares to 100,000,000 shares.