Approval of Company Shareholders. The Company shall, as soon as reasonably practicable after the date of this Agreement, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting"), as promptly as practicable after the date of this Agreement, for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its articles of incorporation and by-laws, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with Parent with respect to each of the foregoing matters.
Approval of Company Shareholders. (a) Promptly after the Agreement Date, Company will take all action necessary in accordance with California Law, its Articles of Incorporation and Bylaws and the Permit to (i) convene a special meeting of Company Shareholders to be held as promptly as practicable for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger (the "Company Shareholders' Meeting"), or (ii) obtain the written consent of a majority of the outstanding shares of
Approval of Company Shareholders. Subject to the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Acquisition, the Company shall cause a meeting of its shareholders to be convened as soon as reasonably possible, but no later than 55 days after the effectiveness of such registration statement, for the purpose of considering the approval of the Acquisition and an amendment to its articles of incorporation to establish the Non-Voting Stock and authorize a sufficient number thereof to effect the transactions contemplated by this Agreement. The Board of Directors of the Company shall recommend to its shareholders that they vote the shares held by them to approve the Acquisition and Non-Voting Stock proposals. The Company shall provide a copy of such Form S-4 and any amendments thereto to the Purchaser promptly after it is filed with the SEC, and shall notify the Purchaser promptly of the receipt of any comments from the SEC or its staff with respect thereto and of any request by the SEC or its staff for amendments or supplements to such Form S-4 or for additional information.
Approval of Company Shareholders. The Company shall cause a meeting of its shareholders (the “Shareholder Meeting”) to be duly called and held as soon as reasonably practicable, with written notice thereof to be given and a summary of this Agreement and any other relevant disclosure information to be provided in accordance with applicable law, for the purpose of voting on (i) the approval and adoption of this Agreement and the Merger, (ii) any other matters submitted to the shareholders in connection with the transactions contemplated hereby (collectively, the “Shareholder Proposals”). Notwithstanding the foregoing, the Company may take such actions as are required by applicable law to obtain the written consent (in lieu of the Shareholder Meeting) of the shareholders of the Company to the approval and adoption of the Shareholder Proposals as soon as reasonably practicable following the date hereof. The directors of the Company shall recommend approval and adoption of the Shareholder Proposals by the Shareholders of the Company. In connection with the Shareholder Meeting or the solicitation of written consents in lieu thereof, the Company will use its best efforts to obtain the necessary approvals by its shareholders of the Shareholder Proposals and will otherwise comply with all legal requirements applicable to the Shareholder Meeting or the solicitation of written consents in lieu thereof. The Company shall provide Parent with the opportunity to review and provide comments on such disclosure information at a reasonable time prior to the circulation of such materials to the Shareholders and will in good faith consider all comments made by Parent. Such disclosure information will be prepared by the Company and be in form and substance reasonably satisfactory to Parent, with indication of such satisfaction not to be unreasonably withheld or delayed; provided, however, if Parent has not indicated to the Company whether it is satisfied with such disclosure information within five business days of Parent’s receipt of a materially complete draft of such disclosure information, Parent shall be deemed to have indicated such satisfaction.
Approval of Company Shareholders. Shareholders of the Company holding 100% of the outstanding Company Capital Stock shall have voted their shares of Company Capital Stock in favor of, or executed a written consent approving, the Merger.
Approval of Company Shareholders. The Company shall, as soon as practicable after the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement, but in no event later than five (5) days after the date hereof, distribute a statement (the "Shareholder Information Statement") and any other such notices as may be required by Section 1201 of the GCL to all holders of the Common Stock (the "Shareholders"). Such Shareholder Information Statement shall give notice of the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement and notice of the appraisal rights of the Company Shareholders as required by Section 1301 of the GCL and request adoption of this Agreement.
Approval of Company Shareholders. Within four (4) business days following the execution of this Agreement, the Company shall (a) furnish to the Company's Shareholders the Shareholder Information Statement including, but not limited to, the notice of the Dissenters' Rights and the notice of the Company's receipt of consents of a majority of the holders of the Common Stock; (b) take all steps necessary to submit to the Shareholders for adoption of this Agreement, pursuant to Sections 603 and 1201 of the GCL, (c) deliver such other notices to the Company Shareholders of the Merger as may be required by Section 1301 of the GCL, and (d) cooperate and consult with the Buyer with respect to the foregoing matter.
Approval of Company Shareholders. BPP shall at its own expense (i) exercise reasonable efforts to advance in time as much as is reasonably practicable the date of, and duly call, its 1998 annual meeting of shareholders, to a date not later than May 12, 1998, (ii) duly submit for approval by the holders of a majority of the Common Stock entitled to vote at such meeting on the issuance by BPP of Common Stock upon the conversion, exchange of redemption of the Preferred Stock and of the Preferred Units and Units, (iii) recommend approval thereof and exercise best efforts to obtain such approval, including, without limitation, retaining a soliciting firm for customary services in connection therewith, and (iv) in the event that such approval is not obtained at said annual meeting, then BPP may, at its sole discretion, convene a special meeting of shareholders for such purpose, PROVIDED that that same shall be called and held in sufficient time to enable BPP to satisfy its obligations set forth in Section 9 of Exhibit C to the Operating Partnership Amendment, but in no event later June 30, 1998. At such special meeting thereof, BPP shall submit such matter for approval by the holders of BPP's Common Stock, recommend approval thereof and exercise best efforts to obtain such approval including, without limitation, retaining a soliciting firm for customary services in connection therewith. In the event that approval of such matters by the holders of a majority of BPP's Common Stock is not obtained BPP and the Operating Partnership shall redeem the shares of Preferred Stock and Preferred Units in such aggregate number (of which 7/12 shall be shares of Preferred Stock and 5/12 shall be Preferred Units) as will result in the aggregate number of shares of Common Stock issuable upon the conversion, exchange or redemption of Preferred Stock and of Preferred Units and Units (issued pursuant to this Agreement) after such redemption not exceeding 19.9% of the number of shares of Common Stock outstanding immediately prior to the Closing hereunder and under the Preferred Stock Purchase Agreement, in accordance with Section 9 of Exhibit C to the Operating Partnership Amendment. BPP and the Contributors agree that if BPP were to fail to comply with its obligations under Section 9 of Exhibit C to the Operating Partnership Amendment, the Contributors would be irreparably injured and that damages would not provide an adequate remedy for such failure and accordingly, under those circumstances, that the Contributors...
Approval of Company Shareholders. (a) Within four (4) hours following the execution of this Agreement, the Company shall deliver to Parent evidence of the Required Vote of Company stockholders in the form of a written consent in lieu of a meeting (the “Written Consent”). Following receipt of the Written Consent, the Company shall not, without the consent of Parent, take any action to hold a meeting of the Company’s Shareholders or otherwise facilitate the revocation of the Required Vote.
Approval of Company Shareholders. This Agreement, and the conversion of the Company B Stock to Company A Stock to be effective immediately prior to the Merger, shall have been approved and adopted by the requisite votes of the shareholders of the Company in accordance with the provisions of the Articles of Incorporation of the Company and applicable law. A-24
