Amendments Requiring Shareholder Approval Sample Clauses

Amendments Requiring Shareholder Approval. Notwithstanding Section 11.1(a) but subject to Section 11.1(c), the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to adopt any amendment or provision that: (i) is determined by the Board of Directors, in its good faith, to have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares); (ii) reduces the time for any notice to which the Common Shareholders may be entitled; (iii) enlarges the obligations of the Common Shareholders; (iv) alters the circumstances under which the Company could be dissolved or wound up; (v) changes the term of existence of the Company; (vi) alters, amends, repeals or is inconsistent with Section 5.1(a), Section 10.1, Section 11.1(b), Section 11.2, Section 11.8, Section 12.3 or Section 12.6; or (vii) alters, amends, repeals or is inconsistent with ARTICLE XIV. Notwithstanding anything to the contrary in this Agreement, (x) the affirmative vote of the holders of a majority of the Outstanding Common Shares shall be required to amend any tax sharing agreement between the Company and CEI, (y) the affirmative vote of the holder of the sole Outstanding Voting Share shall be required to adopt any amendment or provision that would alter the rights of the Voting Share and (z) the prior written consent of CEI shall be required to adopt any amendment or provision that would alter the rights of CEI granted in Section 14.1(a).
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Amendments Requiring Shareholder Approval. Notwithstanding Section 11.1(a) but subject to Section 11.1(c), the affirmative vote of the holders of a majority of the Outstanding Voting Shares and the Outstanding Common Shares, voting as separate classes, shall be required to adopt any amendment or provision that: (i) is determined by the Board of Directors, in its good faith, to have a material adverse effect on the preferences or rights associated with the Common Shares (including as compared to other classes or series of Shares); (ii) reduces the time for any notice to which the Common Shareholders may be entitled; (iii) enlarges the obligations of the Common Shareholders; (iv) alters the circumstances under which the Company could be dissolved or wound up; (v) changes the term of existence of the Company; or (vi) alters, amends, repeals or is inconsistent with Sections 5.1(a) and (b), 10.1, 11.1(b), 11.2, 11.8, 11.13, 12.3, 12.6 or Article XIV.
Sample 1

Related to Amendments Requiring Shareholder Approval

  • Company Shareholder Approval The Company Shareholder 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.

  • 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.

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

  • 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.

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

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

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

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

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