Alliance Shareholder Approval. The Merger, the Agreement and the Plan of Merger shall have been approved by the requisite vote of the shareholders of Alliance. (b)
Alliance Shareholder Approval. Alliance agrees to take, in accordance with applicable law, the Alliance Certificate and the Alliance By-Laws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the adoption of this Agreement and any other matter required to be approved by such shareholders for consummation of the Company Merger (including any adjournment or postponement thereof, the "Alliance Meeting") as promptly as practicable after the Registration Statement is declared effective. The Alliance Board shall unanimously recommend such adoption by the Alliance shareholders, and Alliance and the Alliance Board (unanimously) shall take all reasonable, lawful action to solicit such adoption by the Alliance shareholders; provided if the Alliance Board concludes by at least a majority vote of its entire membership that the making of such recommendation would result in a violation of its fiduciary duties to the Alliance shareholders under Delaware law (as determined in good faith after the receipt of advice from outside counsel), then the Alliance Board may withdraw, modify or change such recommendation.
Alliance Shareholder Approval. This Agreement shall have been duly adopted by the requisite vote of the shareholders of Alliance under the DGCL and the Alliance Certificate.
