Airways Stockholder Approval Sample Clauses

Airways Stockholder Approval. Subject to Section 4.04 hereof, Airways agrees to submit this Agreement and the Plan of Merger to its stockholders for approval, all as provided by law and its Articles of Incorporation, at a meeting (the "Airways Special Meeting") which shall be held prior to the Closing Date. The Board of Directors of Airways will, subject to Section 4.04 hereof, recommend that the stockholders of Airways vote to adopt and approve the Merger and use its best efforts to solicit from stockholders proxies in favor of such adoption and approval. By separate agreement, Robexx X. Xxxxxxx, Xxwexx X. Xxxxxxx xxx Carl X. Xxxxxx (xxllectively, the "Insiders") have agreed that they will not dispose of their shares of Airways Common Stock and will vote in favor of the Merger; provided, however, that the Insiders' obligations under said Agreement will be suspended if the Board of Directors of Airways determines in the exercise of its fiduciary duties to entertain, negotiate or participate in any other Acquisition Proposal for so long as it is so entertaining, negotiating or participating in any such other Acquisition Proposal (and shall terminate if Airways accepts a Superior Proposal) and pays the termination fee set forth in Section 5.04(c).
Sample 1
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Airways Stockholder Approval. The holders of a majority of the outstanding shares of Airways Common Stock shall have approved the Merger at a meeting of stockholders duly called and held for such purpose.
Sample 1

Related to Airways Stockholder Approval

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

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