Proxy Contests Sample Clauses

A Proxy Contests clause outlines the procedures and rules governing situations where competing parties seek to gain control or influence over a company by soliciting shareholder votes through proxy materials. Typically, this clause specifies the requirements for submitting proxy materials, the timelines for notification, and any restrictions or obligations imposed on parties involved in a proxy contest, such as disclosure requirements or limitations on communications. Its core practical function is to ensure an orderly and transparent process during contested shareholder votes, thereby reducing confusion and potential disputes among stakeholders.
Proxy Contests. The Executive hereby covenants and agrees that, from the Date of Termination through April 9, 2004, the Executive will not assist a third party in preparing or making an unsolicited bid for the Company, engaging in a proxy contest with the Company, or engaging in any other similar activity.
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Proxy Contests. Each Holder shall not, without the prior written consent of the Company: (a) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to any securities of the Company (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Company or seek to advise, encourage or influence any person or entity with respect to the voting of any securities of the Company; (b) initiate or propose or otherwise solicit or participate in the solicitation of stockholders for the approval of, one or more stockholder proposals (including, without limitation, any proposal in respect of the nomination or election of directors) relating to the Company (whether pursuant to Rule 14a-8 under the Exchange Act or otherwise) or knowingly induce any other individual or entity to initiate any stockholder proposal (including, without limitation, any proposal in respect of the nomination or election of directors) relating to the Company; (c) initiate or encourage the calling of a special meeting of stockholders of the Company; or (d) knowingly instigate or encourage any third party to take any of the actions enumerated in this Section 6.4.
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Proxy Contests. The Company shall lead all activities related to the 2018 Annual Meeting and the 2019 Annual Meeting, including any proxy contests, any settlements, any proxy statements or other proxy materials and any other public communications with the Company’s shareholders; provided, however, that the Company shall reasonably consult with the Investor Group, and the Investor Group shall reasonably cooperate with the Company, regarding the foregoing. Additionally, the Company shall take the lead in connection with any regulatory filings that may be required in connection with the foregoing, and the Investor Group shall reasonably cooperate with the Company regarding the foregoing. Each of the Investor Group Designees represents and warrants that, to the best of such Investor Group Designee’s knowledge, his or her biographical information contained in the preliminary proxy statement of the Investor Group and ▇▇. ▇▇▇▇▇▇▇ dated May 9, 2019 does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The parties shall cooperate and take all actions reasonably required in furtherance of such actions. For the avoidance of doubt, subject to Section 6, nothing in this Section 5 shall restrict the Prescience Point Parties from publishing research or analyst reports or from using social media in the ordinary course of its business.
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Proxy Contests. Parent hereby agrees to withdraw and rescind and shall promptly cause to be withdrawn and rescinded (i) the notice by Parent, dated March 13, 1996, pursuant to Section 3.5 of the Company's By-Laws, (ii) the notice by Cede & Co., dated March 14, 1996, pursuant to Section 3.5 of the Company's By-Laws, and (iii) the Schedule 14A filed with the SEC, in each case, relating to the nomination of the persons named in such notices for election to the Company Board at the Annual Meeting of the Company's Shareholders. The Company shall as soon as possible indefinitely postpone its annual meeting of shareholders currently scheduled for May 14, 1996, and shall take no action unless compelled by legal process to reschedule such annual meeting or to call a special meeting of shareholders of the Company except in accordance with this Agreement, unless and until this Agreement has been terminated in accordance with its terms.
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Proxy Contests. ▇▇. ▇▇▇▇▇▇▇ shall not (i) himself engage in, or provide assistance to any individual or group engaged in, any “solicitation” of “proxies” (as such terms are defined in the rules of the Securities and Exchange Commission) in favor of any proposal not supported by the Board or in opposition to any proposal supported by the Board, in each case, including but not limited to the nomination of directors or (ii) himself (individually or as part of a group) submit any nominee to serve as director using the Company’s proxy access regime or provide any assistance to any other individual or group wishing to do so.
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Proxy Contests. ADS shall not, and shall not permit any of its officers or directors to, (i) initiate, propose, encourage or participate in any "solicitation" of "proxies" (as such terms are defined in SEC Regulation 14A), including action by written consent, (ii) become a "participant" in any "election contest" (as such terms are defined or used in SEC Rule 14a-11) with respect to the Company, nominate any person for election as a director, or seek to advise, encourage or influence any person with respect to the voting of any Voting Securities of the Company or soliciting proxies for the election of such person, or (iii) initiate, propose or otherwise solicit or participate in the solicitation of any stockholder for the approval of one or more stockholder proposals with respect to the Company (as described under SEC Rule 14a-8), or encourage any other person to initiate any stockholder proposal relating to the Company.
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Related to Proxy Contests

  • Proxy Statement (a) The Company shall file with the SEC, as promptly as practicable after the date hereof, the proxy statement under the Exchange Act to be sent to the shareholders of the Company in connection with the Company Shareholders' Meeting containing all information required by the applicable Law (the "Proxy Statement"), and shall use its best efforts to have the Proxy Statement cleared by the SEC promptly. The Company shall cooperate with Parent and its legal counsel in the preparation of the Proxy Statement and shall notify Parent and its legal counsel of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information and shall promptly provide Parent and its legal counsel with copies of all correspondence between the Company and any of the Company Representatives and the SEC. The Company shall give Parent and its legal counsel the opportunity to review the Proxy Statement, including all amendments and supplements thereto, and shall incorporate comments of Parent and its legal counsel with respect thereto, prior to its being filed with the SEC and shall give Parent and its legal counsel the opportunity to review all responses to requests for additional information and replies to comments, and shall incorporate comments of Parent and its legal counsel with respect thereto, prior to their being filed with, or sent to, the SEC. The Company agrees to use its reasonable best efforts, after consultation with Parent and Merger Sub, to respond promptly to all such comments of and requests by the SEC and to cause the Proxy Statement and all required amendments and supplements thereto to be mailed to the shareholders of the Company entitled to vote at the Company Stockholders' Meeting at the earliest practicable time. (b) The information supplied by the Company for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any Company Subsidiary or their respective officers or directors, shall be discovered by the Company which should be set forth in an amendment or supplement to the Proxy Statement, the Company shall promptly inform Parent. All documents that the Company is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (c) The information supplied by Parent for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement or any amendment or supplement thereto is first mailed to shareholders of the Company and (ii) the time of the Company Shareholders' Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If, at any time prior to the Effective Time, any event or circumstance relating to Parent or its officers or directors shall be discovered by Parent which should be set forth in an amendment or supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Merger or the other transactions contemplated by this Agreement will comply as to form and substance in all material aspects with the applicable requirements of the Exchange Act and the rules and regulations thereunder. (d) The Board of Directors of the Company shall include in the Proxy Statement, and not subsequently withdraw or modify, or propose to withdraw or modify, in any manner adverse to Parent or Merger Sub, except as set forth in this Section 7.02(d), the recommendation of the Board of Directors of the Company (in the form necessary for compliance with the applicable provisions of the Ohio Law) that the shareholders of the Company give the Requisite Shareholder Approval. In the event that the Board of Directors of the Company determines in good faith, after receiving the advice of outside legal counsel, that the Board of Directors is required by its fiduciary duties under the Ohio Law to withdraw or modify its recommendation, the Board of Directors of the Company shall be permitted to withdraw or modify in a manner adverse to Parent and Merger Sub its recommendation to its shareholders that they give the Requisite Shareholder Approval. Notwithstanding such Board of Directors' withdrawal or modification of its recommendation, the Company shall convene and hold the Company Shareholders' Meeting in accordance with Section 7.03.

  • Preparation of the Proxy Statement; Stockholders Meeting (a) As promptly as practicable following the date of this Agreement, the Company and Parent shall prepare and file with the SEC the Proxy Statement and the Company shall use its reasonable efforts to respond as promptly as practicable to any comments of the SEC with respect thereto and to cause the Proxy Statement to be mailed to the Company's stockholders as promptly as practicable following the date of this Agreement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC or its staff or any request from the SEC or its staff for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its representatives, on the one hand, and the SEC and its staff, on the other hand. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, the Company (i) shall provide Parent an opportunity to review and comment on such document or response, (ii) shall include in such document or response all comments reasonably proposed by Parent and (iii) shall not file or mail such document or respond to the SEC prior to receiving Parent's approval, which approval shall not be unreasonably withheld or delayed. (b) The Company shall, as promptly as practicable following the date of this Agreement, establish a record date (which will be as promptly as reasonably practicable following the date of this Agreement) for, duly call, give notice of, convene and hold a meeting of its stockholders (the "Stockholders Meeting") for the purpose of obtaining the Stockholder Approval, regardless of whether an Adverse Recommendation Change has occurred at any time after the date of this Agreement. The Company shall use its reasonable best efforts to cause the Stockholders Meeting to be held as promptly as practicable following the date of this Agreement. The Company shall, through its Board of Directors, recommend to its stockholders that they adopt this Agreement, and shall include such recommendation in the Proxy Statement, in each case subject to its rights under Section 4.02(b)(i). Without limiting the generality of the foregoing, the Company agrees that its obligations pursuant to this Section 5.01(b) shall not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any Takeover Proposal.

  • Information in Proxy Statement None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it is first mailed to the Company’s shareholders and at the time of the Special Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated in the Proxy Statement or necessary in order to make the statements in the Proxy Statement, in light of the circumstances under which they are made, not misleading.

  • Proxy Statements, Etc Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports which Borrower or General Partner sends to its respective shareholders, and copies of all regular, periodic and special reports, and all registration statements, which Borrower or General Partner files with the SEC or any Governmental Authority which may be substituted therefor, or with any national securities exchange;

  • Proxy Materials The Custodian shall deliver, or cause to be delivered promptly, to the Fund proxy forms, notices of meeting, and any other notices or announcements materially affecting or relating to Investments received by the Custodian or any nominee.