Action by Shareholders. When a quorum is present at any meeting, the vote of the holders of a majority of the Shares having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of this Agreement, the Act, or of the Certificate of Formation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
Action by Shareholders. If required by applicable law to consummate the Merger, DOCP, acting through the DOCP Board, shall, in accordance with applicable law, its certificate of incorporation and bylaws:
(a) as soon as practicable after consummation of the Offer, duly call, give notice of, convene and hold a special meeting of shareholders (the "Merger Meeting") for the purpose of adopting this Agreement and approving the Merger; (b) include in the Proxy Statement (as defined below) the determination and recommendation of the DOCP Board to the effect that the DOCP Board, having determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of DOCP and the holders of DOCP Shares (other than CSX and the Management Investor), has approved and adopted this Agreement and the transactions contemplated hereby and, unless otherwise required due to the applicable fiduciary duties of the DOCP Board as determined by the members thereof in good faith based on the advice of outside counsel, recommends that such holders vote in favor of the approval and adoption of this Agreement and the Merger; and (c) use its best efforts to obtain the necessary approval of this Agreement and the Merger by such holders. In the event of the Merger Meeting, each of CSX, NSC, Buyer and the Management Investor shall vote all DOCP Shares owned by such person in favor of the adoption of this Agreement and the transactions contemplated hereby.
Action by Shareholders. Any consent, approval or similar act which ---------------------- requires the act of the "Shareholders" or the "Key Shareholders" is authorized if approved by those Shareholders holding 80% or more of the Acorn Shares before the Closing.
Action by Shareholders. The shareholders shall act by ordinary resolution unless otherwise required by the Act, articles, by- laws or any unanimous shareholders agreement. In case of an equality of votes either upon a show of hands or upon a poll, the chair of the meeting shall not be entitled to a second or casting vote.
Action by Shareholders. 4 Section 1.5. Proxy Statement......................... 4 Section 1.6. Closing................................. 5 Section 1.7. Effective Time.......................... 5 Section 1.8. Effects of the Merger................... 5 Section 1.9.
Action by Shareholders. No shareholder approval was required pursuant to Section 252 of the Delaware Corporate Code.
Action by Shareholders. A majority of the total number of shares of the issued and outstanding capital stock of SNKT by written consent dated as of April 19, 1999 authorized the merger and approved the substance of this Agreement.
Action by Shareholders. Except as otherwise provided for in the Articles of Incorporation of the Corporation and if a quorum exists, the affirmative vote of a majority of all of the votes cast by a voting group shall be sufficient, valid and effective to approve and authorize any acts of the Corporation that, under the Act, would otherwise require the approval of two-thirds (2/3) of all of the votes entitled to be cast, including, without limitation: (i) an amendment to the Articles of Incorporation; (ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation; (iii) the acquisition by another corporation of all of the outstanding shares of one or more classes or series of capital stock of the Corporation; (iv) the sale, lease, exchange or other disposition by the Corporation of all or substantially all of its property otherwise than in the usual and regular course of business; or (v) the dissolution of the Corporation.
Action by Shareholders. When a quorum is present at any meeting, action on any matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the question is one upon which by express provision in the Charter or the Act, a different vote is required, in which case, such express provision shall govern and control the decision of such question.
Action by Shareholders. Each Shareholder shall vote its Shares and any other voting securities of the Company, and shall procure its Director nominees, if any, to vote, and shall take all the other necessary or desirable actions within its control (including without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) to implement the provisions of this Clause 6.
