Approval by Stockholders. The stockholders of the Company shall have duly approved and adopted this Agreement and the other transactions contemplated hereby to the extent required by applicable Law and the Certificate of Incorporation and Bylaws of the Company and the stockholders of Gold Banc and of Acquisition Subsidiary shall have duly approved and adopted this Agreement and the other transactions contemplated hereby to the extent required by applicable Law, the Articles of Incorporation and Bylaws of Gold Banc and of Acquisition Subsidiary and the rules of Nasdaq.
Approval by Stockholders. The stockholders of Merging Corporation shall have approved the Merger and this Merger Agreement in accordance with Idaho law.
Approval by Stockholders. This Option Agreement and the issuance of any shares under it are expressly subject to the approval of the Plan by the stockholders of the Corporation as provided for therein. The Option shall not in any event be exercisable in whole or in part prior to the date the Plan is approved by the stockholders of the Corporation as provided for therein.
Approval by Stockholders. At the Stockholders' Meetings, this Agreement and the matters contemplated by this Agreement shall have been duly approved by the vote of the respective holders of not less than the requisite number of the issued and outstanding voting securities of Acquired Corporation and of Buyer as is required by applicable Law and Acquired Corporation's certificate of incorporation and bylaws and Buyer's certificate of incorporation and bylaws.
Approval by Stockholders. The affirmative vote or consent of (i) the holders of a majority of the shares of the outstanding Common Stock and Preferred Stock voting or consenting, as the case may be, on an as-if-converted to Common Stock basis and (ii) the holders of seventy-five percent (75%) of the shares of the outstanding Preferred Stock voting as a separate class are the only votes of the holders of any capital stock of the Company necessary under the DGCL and the Certificate of Incorporation to approve this Agreement and the Merger Agreement and the transactions contemplated thereby. The shares of Outstanding Company Stock that are subject to the Voting Agreement are, if voted in favor of the Merger, sufficient to authorize and approve the Merger pursuant to the Certificate of Incorporation and the DGCL.
Approval by Stockholders. This Agreement has been approved by Parent, as the sole stockholder of the Company and by the Seller(s), as each and every stockholder of MARC, as provided by the applicable laws of the states of Delaware and New York, respectively (collectively the "Stockholders").
Approval by Stockholders. This Agreement shall have been approved and adopted by the stockholders of NW Bancorp by such vote as is required by the MGCL and NW Bancorp’s articles of incorporation and bylaws.
Approval by Stockholders. (a) On the basis of the Certificate of Incorporation, the DGCL and the Stockholders’ Agreement, the sole required approval of the stockholders of the Company of this Agreement and the transactions contemplated hereby is the approval, by vote or written consent, of the holders of (i) at least 77% of the issued and outstanding shares of Series C-1 Preferred Stock and Series C-2 Preferred Stock, voting together as a single class on an as-if converted to Company Common Stock basis, pursuant to Sections 3.2(b) and 3.2(r) of the Stockholders’ Agreement, (ii) if waiver of the 20 business day notice set forth in ARTICLE FOURTH, (C), Section 4(n) of the Certificate of Incorporation is required prior to effecting the Merger, at least 77% of the issued and outstanding shares of Series C-2 Preferred Stock, voting as a single class on an as-if converted to Common Stock basis, pursuant to such section and (iii) a majority of the outstanding shares of Company Capital Stock, voting together as a single class on an as-if converted to Company Common Stock basis. ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
(b) Pursuant to the Written Consent, this Agreement and the Merger have been duly authorized and approved by the stockholders of the Company in accordance with the Certificate of Incorporation and the DGCL.
(c) No stockholders of the Company have exercised any applicable rights of appraisal under the DGCL with respect to the Merger or delivered notice to the Company of any intention to exercise such rights.
(d) The documents, materials and notices (collectively, the “Disclosure Materials”) prepared or to be prepared by the Company pursuant to the DGCL, the Certificate of Incorporation or otherwise in connection with obtaining the approval by the stockholders of the Company of this Agreement and the Merger and providing the required notices thereof or otherwise relating to the transactions contemplated by this Agreement comply or, when prepared by the Company and distributed to the stockholders of the Company, will comply with the DGCL and the Certificate of Incorporation and will not, at the time of distribution of the Disclosure Materials or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be s...
Approval by Stockholders. Each of Acquisition and the Company shall either (i) call a meeting of its respective stockholders to be held as promptly as practicable after the date hereof or (ii) solicit written consents of its respective stockholders in lieu thereof for purposes of voting upon this Agreement. Each of the Company and Acquisition will, through their respective boards of directors, recommend to their respective stockholders approval of this Agreement. The Company shall provide Lucent with a copy of all materials to be distributed to its stockholders describing the transactions contemplated hereby not later than one day prior to distribution. The Company, Acquisition and Lucent each agree to execute and deliver such further documents and instruments and to do such other acts and things as may be required to complete all requisite corporate action in connection with the transactions contemplated by this Agreement. All materials distributed to the stockholders of the Company with respect to this Agreement, including any description of the transactions contemplated hereunder, the recommendation of the Board of Directors of the Company that such stockholders approve the Merger, the vote by such stockholders to approve this Agreement and the Merger and any description of appraisal rights available to such stockholders shall be in form and substance reasonably acceptable to Lucent and shall be in accordance with applicable law.
Approval by Stockholders. The stockholders of the Company shall have duly approved and adopted this Agreement, the Merger and the transactions contemplated hereby to the extent required by applicable Law, the Certificate of Incorporation and Bylaws of the Company, and the Company Subscription Agreements (to the extent required to terminate the Company Subscription Agreements); and the stockholders of Gold Banc shall have duly approved and adopted this Agreement, the Merger and the transactions contemplated hereby to the extent required by applicable Law, the Articles of Incorporation and Bylaws of Gold Banc and Acquisition Subsidiary , and the rules of Nasdaq.
