Required Stockholder Approval. The Required Stockholder Approval shall have been obtained.
Required Stockholder Approval. The affirmative vote of the holders of a majority of the shares of outstanding Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Transactions (the “Requisite Stockholder Approval”).
Required Stockholder Approval. The Stockholder Approval Matters that are submitted to the vote of the stockholders of the Purchaser at the Purchaser Special Meeting in accordance with the Proxy Statement shall have been approved by the requisite vote of the stockholders of the Purchaser at the Purchaser Special Meeting in accordance with the Purchaser’s Organizational Documents, applicable Law and the Proxy Statement (the “Required Stockholder Approval”).
Required Stockholder Approval. The Required Parent Shareholder Approval shall have been obtained at the Parent Shareholder Meeting in accordance with the New York Business Corporation Law, the Nasdaq Marketplace Rules and the Certificate of Incorporation and Bylaws of Parent.
Required Stockholder Approval. The Company shall have obtained the Required Stockholder Approval (as defined in Section 6.4).
Required Stockholder Approval. “Required Stockholder Approval” shall have the meaning set forth in Section 2.22 of the Agreement.
Required Stockholder Approval. (a) The Company shall obtain the Required Stockholder Approval promptly, but in no event later than four (4) hours following the execution of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable, send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law. Such materials submitted to the Company Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Acquiror and shall include an information statement regarding the Company, the terms of this Agreement and the Merger and the unanimous recommendation of the Company Board that the Company Stockholders not exercise their dissenters or appraisal rights under Delaware Law in connection with the Merger (the “Information Statement”). Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Company Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable Legal Requirements.
Required Stockholder Approval. Except as permitted in Sections 1.4(d)(iv) and (v) below, the Company and each Purchaser acknowledges and agrees that the Company shall not be authorized, without Required Stockholder Approval (in addition to any other approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the following actions, and any attempt to take or authorize any such action without such approval shall be deemed void ab initio:
Required Stockholder Approval. The Company shall have obtained the written consent in accordance with Section 6.1 of the holders of at least 90% of the Company Stock entitled to vote with respect to the Merger and voting together as a single class (determined as of the date of this Agreement), including holders of at least (i) 90% of the outstanding Company Preferred Stock, entitled to vote on the Merger on an as converted basis and voting together as a single class and (ii) 90% of all outstanding Company Common Stock entitled to vote on the Merger and voting together as a single class (the “Required Stockholder Approval”).
Required Stockholder Approval. (a) The Company shall obtain the Required Stockholder Approval promptly, but in no event later than eight (8) hours following the execution of this Agreement. In addition, the Company shall take all necessary actions in accordance with this Agreement to cause each such Company Stockholder that executed a copy of the Stockholder Written Consent as part of the Required Stockholder Approval to deliver an executed Joinder Agreement contemporaneously with the signing of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable, send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law (the date such materials are sent, the “Notice Mailing Date”). Such materials submitted to the Company Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Parent and shall include an information statement regarding the Company, the terms of this Agreement and the Merger and the unanimous recommendation of the Company’s board of directors that the Company Stockholders not exercise their dissenters or appraisal rights under Delaware Law in connection with the Merger (the “Information Statement”). In addition, as soon as practicable following the execution and delivery of this Agreement, the Company shall use its commercially reasonable best efforts to solicit a Joinder Agreement and a Stockholder Waiver from each Company Stockholder that did not execute and deliver a Joinder Agreement and Stockholder Waiver contemporaneously with the Stockholder Written Consent. Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Company Stockholders contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable laws.
