Proxy Statement; Special Meeting Clause Samples
The "Proxy Statement; Special Meeting" clause outlines the procedures and requirements for preparing and distributing a proxy statement in connection with a special meeting of shareholders. Typically, this clause specifies which party is responsible for drafting the proxy materials, obtaining necessary approvals, and ensuring compliance with applicable securities laws. For example, it may require the company to provide shareholders with detailed information about the matters to be voted on at the special meeting, such as a proposed merger or significant corporate action. The core function of this clause is to ensure transparency and proper communication with shareholders, facilitating informed decision-making and compliance with legal obligations during significant corporate events.
Proxy Statement; Special Meeting. (a) Buyer shall, in accordance with applicable Law and Buyer’s Organizational Documents: (i) prepare and file with the SEC no later than five (5) Business Days following the date of this Agreement, a preliminary proxy statement relating to the solicitation of proxies from the stockholders of Buyer for the Buyer Stockholder Approval and (A) respond promptly to any comments made by the SEC with respect to the preliminary proxy statement and cause a definitive proxy statement (the “Proxy Statement”) to be mailed to Buyer’s stockholders no later than the later of (x) the expiration of the ten (10)-day period required by SEC Rule 14a-6 and (y) if the SEC advises Buyer that it will review the preliminary proxy statement, the day following the SEC staff’s clearance of the preliminary proxy statement (the “Mailing Date”) and (B) solicit proxies from its stockholders for the Buyer Stockholder Approval and (ii) cause a special meeting of its stockholders (the “Special Meeting”) to be duly called, noticed and held no later than the twelfth (12th) day following the Mailing Date for the purpose of obtaining the Buyer Stockholder Approval. The Proxy Statement shall include the recommendation of the Board of Directors of Buyer that stockholders vote in favor of the issuance of Buyer Common Stock pursuant to this Agreement and the Financing. The Proxy Statement shall not incorporate by reference any information from any other filing made with the SEC. Seller Parent shall furnish to Buyer all information concerning Seller Parent and its Subsidiaries as Buyer may reasonably request in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, Buyer shall provide Seller Parent with an opportunity to review and comment on such document or response.
(b) Buyer shall comply with all applicable provisions of and rules under the Exchange Act and all applicable provisions of the DGCL in the preparation, filing and distribution of the Proxy Statement, the solicitation of proxies thereunder, and the calling and holding of the Special Meeting. Without limiting the foregoing, Buyer shall ensure that the Proxy Statement will not, as of the filing date of the Proxy Statement (or any amendment or supplement thereto) or as of the date of the Special Meeting, contain any untrue statement of a material fact or omit to state a ...
Proxy Statement; Special Meeting. (a) As soon as is reasonably practicable after receipt by Parent from the Company of all financial and other information relating to the Company as Parent may reasonably request for its preparation, Parent shall prepare and file with the SEC proxy materials for the purpose of soliciting proxies from holders of Parent Common Stock to vote in favor of (i) the adoption of this Agreement and the approval of the Merger ("Parent Stockholder Approval"), (ii) the change of the name of Parent to a name selected mutually by Parent and the Company (the "Name Change Amendment"), (iii) an increase in the number of authorized shares of Parent Common Stock to 60,000,000 (the "Capitalization Amendment"), (iv) an amendment to remove the preamble and sections A through D, inclusive of Article Sixth from Parent's Certificate of Incorporation from and after the Closing and to redesignate section E of Article Sixth as Article Sixth, and (v) the adoption of an Equity Incentive Plan (the "Parent Plan") at a meeting of holders of Parent Common Stock to be called and held for such purpose (the "Special Meeting"). The Parent Plan shall provide that an aggregate of 2,750,000 shares of Parent Common Stock shall be authorized and reserved for issuance pursuant to the Parent Plan and shall also provide that, at any time, the cumulative number of shares of Parent Common Stock subject to awards granted and outstanding thereunder shall not exceed 10% of the number of shares of Parent Common Stock then outstanding. Such proxy materials shall be in the form of a proxy statement to be used for the purpose of soliciting proxies from holders of Parent Common Stock for the matters to be acted upon at the Special Meeting (the "Proxy Statement"). The Company shall furnish to Parent all information concerning the Company as Parent may reasonably request in connection with the preparation of the Proxy Statement. The Company and its counsel shall be given an opportunity to review and comment on the Proxy Statement prior to its filing with the SEC. Parent, with the assistance of the Company, shall promptly respond to any SEC comments on the Proxy Statement and shall otherwise use reasonable best efforts to cause the Proxy Statement to be approved for distribution by the SEC as promptly as practicable. Parent shall also take any and all such actions required to satisfy the requirements of the Securities Act and the Exchange Act. Prior to the Closing Date, Parent shall use its reasonable best efforts t...
Proxy Statement; Special Meeting. (a) Reasonably promptly after the Effective Date, the Manager and the REIT shall prepare and the REIT shall file with the Securities and Exchange Commission (“SEC”) a proxy statement on Schedule 14A for a special meeting of shareholders of the REIT (as amended or supplemented, the “Proxy Statement”). The Manager and the REIT shall include in the Proxy Statement a proposal or proposals for or relating to the approval of the Transactions and the Transaction Documents, including the issuance of the OP Units as required under Rule 312.03 of the New York Stock Exchange Listed Company Manual, which proposal(s) shall be approved at a meeting by the affirmative vote of at least a majority of the votes cast by the shareholders entitled to vote on the matter other than the votes of shares owned of record or beneficially by the Contributor or its Affiliates, or by any other shareholder determined to have a material financial interest in the Transactions (the “REIT Shareholder Approval”). The Manager and the REIT shall cause the Proxy Statement to comply as to form and substance in all material respects with the applicable requirements of the federal securities Laws (including the SEC’s proxy rules) and of Maryland Law. The Contributor shall furnish all required information concerning itself, the Manager and their Affiliates to the REIT and provide such other assistance as may be reasonably requested in connection with the preparation of the Proxy Statement. Prior to filing the Proxy Statement or any amendment or supplement thereto, the Manager and the REIT shall provide the Contributor with reasonable opportunity to review and comment on such proposed filing solely with respect to the REIT Shareholder Approval and any information relating to the Contributor. If, at any time prior to the Closing Date, any information should be discovered by the REIT, on the one hand, or the Manager or the Contributor, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptl...
Proxy Statement; Special Meeting. (a) Promptly following the date of this Agreement, the Company shall prepare and file the Proxy Statement. The parties shall cooperate with each other in connection with the preparation and filing of the Proxy Statement. Each Investor shall furnish all information as shall reasonably be requested by the Company for the Proxy Statement. The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing.
(b) The Company shall use its reasonable best efforts to take all actions necessary or advisable and permitted by applicable law, the Company’s certificate of incorporation and its bylaws to (i) hold the Special Meeting as promptly as practicable for the purpose of voting upon the approval of the issuance of the Shares, (ii) recommend that the stockholders of the Company vote to approve the issuance of the Shares, and (iii) secure the requisite vote or consent of stockholders for the issuance of the Shares and in connection therewith shall solicit proxies and distribute the Proxy Statement to the stockholders of the Company in accordance with applicable securities laws.
Proxy Statement; Special Meeting. Pubco Board Recommendation; Pubco Stockholder Approval 37 Section 7.02 No Solicitation of Transactions 39 Section 7.03 Access to Information 40 Section 7.04 Confidentiality Agreement 41 Section 7.05 Directors’ and Officers’ Indemnification 41 Section 7.06 Regulatory and Other Authorizations; Notices and Consents 42 Section 7.07 Tax Matters 42 Section 7.08 Pubco NASDAQ Listings; Public Filings 43 Section 7.09 Section 16 Matters 43 Section 7.10 Public Announcements 43 Section 7.11 Approval by Sole Stockholder of Merger Sub 44 Section 7.12 Further Actions 44 Section 7.13 Takeover Statutes 44 Section 7.14 Notification of Certain Matters 45 Section 7.15 Consulting Fee 45 Section 7.16 Resale Registration 45 Section 7.17 Employee Matters 45 Section 8.01 Conditions to the Obligations of Each Party 47 Section 8.02 Conditions to the Obligations of Pubco 47 Section 8.03 Conditions to the Obligations of the Company and Merger Sub 47
Proxy Statement; Special Meeting. 57 Section 6.10 Directors and Officers of GSCAC and Subsidiaries after Merger 60 Section 6.11 Public Disclosure 60
Proxy Statement; Special Meeting. As promptly as practicable after the date of execution of this Second Amendment, the General Partners of FYA shall (i) circulate a disclosure document recommending to the limited partners of FYA that they vote in favor of the approval of the FYA/PCT LP Merger Agreement and, if and to the extent required under the FYA partnership agreement, the other transactions contemplated hereby and thereby and (ii) use commercially reasonable efforts to solicit such approval (the "FYA Partners' Consent").
Proxy Statement; Special Meeting. Promptly following the date of this Agreement, (i) the Company shall prepare and file with the SEC the Proxy Statement, (ii) the Company and Parent shall prepare and file with the SEC the Schedule 13E-3, and (iii) Parent shall prepare and file with the SEC the Form S-4, in which the Proxy Statement will be included as a prospectus. Each of the Company and Parent shall use its reasonable best efforts as promptly as practicable (and after consultation with the other) to respond to any comments made by the SEC with respect to the Proxy Statement, the Schedule 13E-3 and the Form S-4 and to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act.
Proxy Statement; Special Meeting. As promptly as practicable following the execution of this Agreement, Acquiror agrees that this Agreement shall be submitted at a special meeting of its stockholders duly called and held pursuant to Section 251(c) of the DGCL (the "Special Meeting") to consider and vote upon the approval of the Merger, and the Acquiror shall promptly prepare and file with the SEC the Proxy Statement and all other filings relating to the Special Meeting as required by the Exchange Act and the rules and regulations of the SEC promulgated thereunder. Acquiror shall use all commercially reasonable efforts to solicit from its stockholders proxies to be voted at the Special Meeting in favor of this Agreement and the transactions contemplated hereby, including without limitation, the Merger, which solicitation shall include the recommendations of the Company's Board of Directors in favor of this Agreement, the Merger and such other transactions. Acquiror will provide the Company and its advisors drafts of the Proxy Statement and will provide the Company and its advisors a reasonable opportunity to participate in such drafting process. The Acquiror will notify the Company 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 will supply the Company and its legal counsel with copies of all correspondence between the Acquiror 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. The term "Proxy Statement" shall mean such proxy statement at the time it initially is mailed to the stockholders of Acquiror and all duly filed amendments or revisions made thereto, if any, similarly mailed.
Proxy Statement; Special Meeting. KiOR shall use its reasonable best efforts, as promptly as practicable following the First Closing, to file a Proxy Statement with the SEC with respect to a meeting of the stockholders seeking the Stockholder Approval, which shall include a recommendation of the Board of Directors that the stockholders approve such matters (unless the Board determines in good faith, after consultation with legal and financial advisors, that its fiduciary duties require it to do otherwise). KiOR shall use commercially reasonable efforts to hold a meeting of its stockholders to vote on such matters no more than 30 Business Days after the mailing of its Proxy Statement to stockholders, as such time may be extended by adjournments to obtain the requisite quorum for such meeting; provided, however, that such meeting of stockholders shall be held no later than six (6) months following the First Closing.