Preparation of Proxy Statement; Shareholders Meeting Sample Clauses

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date of this Agreement, the Company shall, with the assistance of Parent, prepare the Proxy Statement and file the Proxy Statement with the SEC. Parent, Merger Sub and the Company will cooperate with each other in the preparation of the Proxy Statement. Without limiting the generality of the foregoing, each of Parent and Merger Sub will furnish to the Company the information relating to it required by the Exchange Act to be set forth in the Proxy Statement. The Company shall use its commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement as promptly as practicable after receipt thereof. Each of Parent, Merger Sub and the Company agree to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading. The Company shall as soon as reasonably practicable notify Parent and Merger Sub of the receipt of any comments from the SEC with respect to the Proxy Statement and any request by the SEC for any amendment to the Proxy Statement or for additional information. (b) As promptly as reasonably practicable following the clearance of the Proxy Statement by the SEC, the Company, acting through the Company Board, shall (i) take all action necessary to duly call, give notice of, convene and hold a meeting of its shareholders for the purpose of obtaining the Company Shareholder Approval (the “Company Shareholders Meeting”) and (ii) except to the extent that the Company Board shall have effected an Adverse Recommendation Change in accordance with Section 6.3(e) or Section 6.3(f), include in the Proxy Statement the recommendation of the Company Board that the shareholders of the Company vote in favor of the approval of this Agreement; provided, however, that the Company shall be permitted to delay or postpone convening the Company Shareholders Meeting (but not beyond the Termination Date) only (A) if and to the extent necessary to provide any necessary supplement or amendment to the Proxy Statement to the Company’s shareholders in advance of a vote on this Agreement and the Merger, as may be required by applicable Law, or (B) additional time is necessary to solicit additional votes or proxies.

Preparation of Proxy Statement; Shareholders Meeting. 38 SECTION 6.02. Access to Information; Confidentiality................................................ 39 SECTION 6.03. Reasonable Best Efforts; Notification................................................. 40 SECTION 6.04. Stock Options; Other Equity Interests................................................. 42 SECTION 6.05.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable following the date hereof, the parties hereto shall cooperate in preparing and shall cause to be filed with the SEC a mutually acceptable proxy statement/prospectus relating to the matters to be submitted to the El Sitio shareholders at the El Sitio Shareholders Meeting (such proxy statement/prospectus, and any amendments or supplements thereto, the "Proxy Statement/Prospectus"), and Holdco shall prepare and file with the SEC a registration statement on Form F-4 (or another appropriate Form if Form F-4 is not available) with respect to the issuance of Holdco Common Shares in connection with the Transactions (such Form F-4, and any amendments or supplements thereto, the "Form F-4"). The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Form F-4 as Holdco's prospectus. Each of the parties hereto shall use its reasonable best efforts to have the Proxy Statement/Prospectus cleared by the SEC and the Form F-4 declared effective by the SEC, and to keep the Form F-4 effective as long as is necessary to consummate the Transactions. Each of the parties hereto shall, as promptly as practicable after receipt thereof, provide the other parties hereto copies of any written comments and advise the other parties hereto of any oral comments, with respect to the Proxy Statement/Prospectus or Form F-4 received from the SEC. The parties hereto shall cooperate and provide the others with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement/Prospectus and the Form F-4 prior to filing such with the SEC, and will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision in this Agreement to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form F-4 shall be made without the approval of each party hereto, which approval shall not be unreasonably withheld or delayed; provided, however, that, with respect to documents filed by a party hereto that are incorporated by reference in the Proxy Statement/Prospectus of Form F-4, this right of approval by a party hereto shall apply only with respect to information relating to the Transactions hereby, such party hereto or its subsidiaries or their business, financial condition, results of operations or prospects. Holdco shall also take any action (other than as would have a Material Adv...

Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as practicable following the Closing Date, but in no event more than 20 days after the Closing Date, the Company shall prepare and file with the Commission a proxy statement (or information statement if permitted by law and the rules and regulations of the American Stock Exchange) with respect to the solicitation of votes for the Shareholder Proposals (the "Proxy Statement"). The Company shall promptly respond to all Commission comments with respect to the Proxy Statement and cause the Proxy Statement to be mailed to the Company's shareholders at the earliest practicable date. The Proxy Statement shall contain, among other things, a recommendation by the Board of Directors of the Company in favor of the Shareholder Proposals. (b) The Company shall, as soon as practicable after the Closing Date, duly call, give notice of, convene and hold a special meeting of the shareholders of the Company for the purpose of approving the Shareholder Proposals. At such meeting of shareholders, the Company shall use its best efforts to obtain the favorable vote of its shareholders. (c) The Company shall not, and shall immediately instruct its Transfer Agent in writing not to, authorize any issuance of Common Stock or other securities of the Company having voting rights until the day immediately following the Record Date.

Preparation of Proxy Statement; Shareholders Meeting. As soon as practicable following the date of this Agreement, the Founders shall cause ICI to prepare the Proxy Statement. The Founders shall cause ICI to use all reasonable efforts to cause the Proxy Statement to be mailed to the shareholders of ICI as promptly as practicable. The Founders shall cause ICI to, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold the Shareholders' Meeting for the purpose of obtaining the Shareholders' Approval. The Founders will prohibit ICI from mailing the Proxy Statement, or any amendment thereof or supplement thereto, to the shareholders of ICI unless ICI has first given IHS an opportunity to review and comment on such document and has obtained the consent of IHS to such mailing, which consent will not be unreasonably withheld or delayed.

Preparation of Proxy Statement; Shareholders Meeting. (a) As promptly as reasonably practicable after the date of this Agreement (and, in any event, not later than the 15th Business Day immediately thereafter), the Company shall (i) prepare (with Parent’s reasonable cooperation to the extent required) and file with the SEC a proxy statement (as amended or supplemented from time to time, the “Proxy Statement”) to be sent to the shareholders of the Company relating to the special meeting of the Company’s shareholders (the “Company Shareholders Meeting”) to be held to consider the approval of this Agreement and (ii) set a record date for the Company Shareholders Meeting and commence a broker search pursuant to Section 14a‑13 of the Exchange Act in connection therewith. No filing or mailing of, or amendment or supplement to, the Proxy Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon (and the Company shall include all additional disclosures and corrections (and shall consider in good faith all other comments) reasonably proposed in a timely manner by Parent with respect thereto). The Company will advise Parent promptly after it receives any oral or written request by the SEC for amendment of the Proxy Statement or comments on the Proxy Statement and responses thereto or requests by the SEC for additional information, and will promptly provide Parent with complete and accurate copies of any written communication from the SEC or any state securities commission and a reasonable opportunity to participate in the responses thereto. The Company shall respond to any requests or comments from the SEC as promptly as practicable and will provide Parent a reasonable opportunity to review and comment thereon (and the Company shall include all additional disclosures and corrections (and shall consider in good faith all other comments) reasonably proposed in a timely manner by Parent in such any response). The Company shall cause the Proxy Statement to be mailed to shareholders of the Company on or prior to the fifth (5th) Business Day after the resolution of any comments thereon from the SEC or, if the SEC does not inform the Company that it intends to review the Proxy Statement on or before the 10th calendar day following the filing of the Proxy Statement, on or prior to the fifth (5th) Business Day following such 10th calendar day. The Company shall use reasonable best efforts to cause all documents that it is responsible for filing with the SEC or other re...

Preparation of Proxy Statement; Shareholders Meeting. (a) The Company shall, as soon as practicable following the date of this Agreement, prepare and file with the SEC the Proxy Statement in preliminary form, and each of the Company, Parent, and Sub shall use their reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. The Company shall notify Parent promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and shall supply Parent with copies of all correspondence between the Company or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement. Prior to responding to any such comments or requests or the filing or mailing of the Proxy Statement, the Company (x) shall provide Parent with a reasonable opportunity to review and comment on any drafts of the Proxy Statement and related correspondence and filings, (y) shall include in such drafts, correspondence and filings all comments reasonably proposed by Parent and, (z) to the extent practicable, the Company and its outside counsel shall permit Parent and its outside counsel to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) relating to the Proxy Statement, the Merger, this Agreement or any of the Transactions. If at any time prior to receipt of the Company Shareholder Approval there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company shall, in accordance with the procedures set forth in this Section 6.01(a), prepare and file with the SEC such amendment or supplement as soon thereafter as is reasonably practicable and, to the extent required by applicable Law, distribute to its shareholders such an amendment or supplement. The Company shall not mail any Proxy Statement, or any amendment or supplement thereto, to which Parent reasonably objects. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after filing with the SEC. (b) The Company shall, as soon as practicable following the date of this Agreement, establish a record date for, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) solely for the purpose of seeking the Company Sha...

Preparation of Proxy Statement; Shareholders Meeting. (a) As soon as reasonably practicable following the date of this Agreement, but not later than sixty (60) days after the date hereof, the Company shall prepare a preliminary proxy statement relating to the meeting of the Company's shareholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company's shareholders, the "Proxy Statement") and file the Proxy Statement with the

Preparation of Proxy Statement; Shareholders Meeting. If Seller determines, upon advice of counsel, that a meeting and approval as described below are required, then promptly after the execution of this Agreement, Seller shall take all action necessary under all applicable Law to call, give notice of and hold an extraordinary meeting of shareholders to vote on the proposal to approve this Agreement and the transactions contemplated hereby. If such meeting and approval is required, then the board of directors of Seller, having approved this Agreement and the transactions contemplated hereby, shall recommend to the Seller’s shareholders that they approve this Agreement and the consummation of the transactions contemplated hereby. Subject to the notice requirements of the Companies Law and Seller’s Articles of Association, the shareholders’ meeting, if required, shall be held (on a date selected by Seller) as promptly as practicable after the date hereof. Seller shall ensure that all proxies solicited in connection with the shareholders’ meeting are solicited in compliance with all applicable legal requirements. Without limitation to the foregoing sentence, at least six (6) Business Days prior to mailing any proxies, (i) Seller shall provide Purchaser with a copy of such proxy for its review and shall consider in good faith all comments made by Purchaser on such proxies no later than three (3) Business Days prior to mailing; and (ii) Seller shall deliver a shareholders agreement and proxy executed by ECI Telecom Ltd. in form and substance reasonably satisfactory to Purchaser pursuant to which ECI Telecom Ltd. will undertake to vote in favor of the transaction.