Approval of Company Shareholders. (a) Simultaneously with the execution and delivery of this Agreement by the parties hereto, the Company shall have obtained the Shareholder Approval from each of the Company Shareholders who shall have executed and delivered a Voting Agreement concurrently with the execution of this Agreement, in a manner fully in accordance with, and without violation of, Applicable Law.
(b) Prior to the Closing Date and at the earliest practicable date following the Agreement Date, and in accordance with Applicable Law, the Company’s Articles of Incorporation and Bylaws, each as amended to date, the Company shall solicit written consents from its shareholders (in addition to the Shareholder Approval received in accordance with Section 5.5(a) above) to obtain their approval of this Agreement and the Merger and/or provide notice of the prior receipt of the Shareholder Approval with respect to the Merger. In soliciting such written consent, the Board of Directors of the Company will recommend to the shareholders of the Company that they approve this Agreement and the Merger and shall use its reasonable best efforts to obtain the approval of the shareholders of the Company. The Company will prepare an information statement (the “Information Statement”) with respect to the solicitation of written consents to approve this Agreement, the Merger and related matters and/or the notice of the prior receipt of the Shareholder Approval with respect to the Merger. The Company shall give Parent and its representatives reasonable opportunity to review and comment on the Information Statement and the Company shall consider in good faith any comments that Parent or its representatives have with respect to the Information Statement. Parent shall promptly provide to the Company other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Company or its counsel, may be required or appropriate for inclusion in the Information Statement. As soon as reasonably practicable after the execution of this Agreement, the Company will distribute the Information Statement to the Company Shareholders. Whenever any event occurs which should be set forth in an amendment or supplement to the Information Statement, the Company or Parent, as the case may be, will promptly inform the other of such occurrence and cooperate in making any appropriate amendment or supplement and mailing such amendment or supplement to the Company Shareholders.
(c) The Co...
Approval of Company Shareholders. The Company shall, as soon as reasonably practicable after the date of this Agreement, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting"), as promptly as practicable after the date of this Agreement, for the purpose of securing the Company Shareholders' Approval, (ii) distribute to its shareholders the Proxy Statement in accordance with applicable federal and state law and with its articles of incorporation and by-laws, (iii) subject to the fiduciary duties of its Board of Directors, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with Parent with respect to each of the foregoing matters.
Approval of Company Shareholders. (a) Promptly after the Agreement Date, the Company will take all action necessary in accordance with the California Law and its Articles of Incorporation and Bylaws to obtain approval and adoption of this Agreement and approval of the Merger, by (i) convening a special meeting of the Company Shareholders to be held as promptly as practicable, or (ii) obtaining the written consent of the holders of (a) the Company Common Stock, (b) the Company Preferred Stock, and (c) the Company Series B Preferred Stock (the "Company Shareholders' Meeting"). The Company will use all reasonable efforts to solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary to secure the vote or consent of its shareholders required by the rules of California to obtain such approvals. Notwithstanding anything to the contrary contained in this Agreement, the Company may adjourn or postpone the Company Shareholders' Meeting to the extent necessary to ensure that there are sufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders' Meeting. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited by the Company in connection with the Company Shareholders' Meeting are solicited, in compliance with the California Law, its Articles of Incorporation and Bylaws and all other applicable legal requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction, or by any withdrawal, amendment or modification of the recommendation of the Board of Directors of the Company with respect to this Agreement or the Merger.
(b) The Board of Directors of the Company shall recommend that the Company's shareholders vote in favor of and adopt and approve this Agreement and approve the Merger at the Company Shareholders' Meeting. The information statement sent to all Company Shareholders shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company's shareholders vote in favor of and adopt and approve this Agreement and the Merger at the Company Shareholders' M...
Approval of Company Shareholders. Subject to the effectiveness of the registration statement on Form S-4 filed with the SEC in connection with the Acquisition, the Company shall cause a meeting of its shareholders to be convened as soon as reasonably possible, but no later than 55 days after the effectiveness of such registration statement, for the purpose of considering the approval of the Acquisition and an amendment to its articles of incorporation to establish the Non-Voting Stock and authorize a sufficient number thereof to effect the transactions contemplated by this Agreement. The Board of Directors of the Company shall recommend to its shareholders that they vote the shares held by them to approve the Acquisition and Non-Voting Stock proposals. The Company shall provide a copy of such Form S-4 and any amendments thereto to the Purchaser promptly after it is filed with the SEC, and shall notify the Purchaser promptly of the receipt of any comments from the SEC or its staff with respect thereto and of any request by the SEC or its staff for amendments or supplements to such Form S-4 or for additional information.
Approval of Company Shareholders. The Board of Directors of the Company shall, promptly after the date of this Agreement and in no event later than February 15, 2001, take all action necessary in accordance with the Wisconsin Statutes and its Articles of Incorporation and Bylaws to solicit consents (or in the event consents cannot be solicited or obtained, to convene a meeting) of the Company Shareholders for the purpose of approving this Agreement, the Articles of Merger and the Key Employee Compensation Plan, and the Company shall consult with Buyer in connection therewith. In addition, the Company shall cooperate with Buyer in determining the appropriate manner of obtaining approval of the Key Employee Compensation Plan through written consents (or, in the case of a meeting, in a vote) intended to comply with the provisions of Sections 280G(b)(5)(A)(ii) and 280G(b)(5)(B) of the Code, including determining the disclosures required to obtain such approvals and the proper Company Shareholders eligible to approve the Key Employee Compensation Plan. Notwithstanding the foregoing, neither Buyer nor the Surviving Corporation shall have any claim against the Company Shareholders for any failure of the consents so obtained to comply with such provisions of the Code. The Board of Directors of the Company will (i) in the event consents cannot be solicited or obtained, cause proper notice of a meeting to be given to its shareholders in compliance with the Wisconsin Statutes and other applicable law and regulation, (ii) recommend by the affirmative vote of the Board of Directors a written consent for approval of (or, in the case of a meeting, a vote in favor of) this Agreement, the Articles of Merger and the Key Employee Compensation Plan, (iii) if appropriate, use its commercially reasonable best efforts to solicit from its shareholders proxies in favor thereof, and (iv) if applicable, notify each shareholder who did not consent to the approval of this Agreement and the Articles of Merger of the authorization of such action and send them the dissenters' notice described in Section 180.1322 of the Wisconsin Statutes.
Approval of Company Shareholders. The Company shall, as soon as practicable after the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement, but in no event later than five (5) days after the date hereof, distribute a statement (the "Shareholder Information Statement") and any other such notices as may be required by Section 1201 of the GCL to all holders of the Common Stock (the "Shareholders"). Such Shareholder Information Statement shall give notice of the Company's receipt of consents of a majority of the holders of the Common Stock to the adoption of this Agreement and notice of the appraisal rights of the Company Shareholders as required by Section 1301 of the GCL and request adoption of this Agreement.
Approval of Company Shareholders. Within four (4) business days following the execution of this Agreement, the Company shall (a) furnish to the Company's Shareholders the Shareholder Information Statement including, but not limited to, the notice of the Dissenters' Rights and the notice of the Company's receipt of consents of a majority of the holders of the Common Stock; (b) take all steps necessary to submit to the Shareholders for adoption of this Agreement, pursuant to Sections 603 and 1201 of the GCL, (c) deliver such other notices to the Company Shareholders of the Merger as may be required by Section 1301 of the GCL, and (d) cooperate and consult with the Buyer with respect to the foregoing matter.
Approval of Company Shareholders. This Agreement, and the conversion of the Company B Stock to Company A Stock to be effective immediately prior to the Merger, shall have been approved and adopted by the requisite votes of the shareholders of the Company in accordance with the provisions of the Articles of Incorporation of the Company and applicable law. A-24
Approval of Company Shareholders. The Company shall have received approval of the shareholders holding such percentage of the outstanding shares as may be satisfactory to VMC in its sole and absolute discretion.
Approval of Company Shareholders. Company shall promptly after the date hereof take all action necessary in accordance with Arizona Law and its Articles of Incorporation and Bylaws to convene a meeting of Company Shareholders or to obtain the written consent of Company Shareholders approving the Merger as soon as practicable. Company shall use its reasonable best efforts to solicit from all Company Shareholders written consents in favor of the Merger and shall take all other action necessary or advisable to secure the vote or consent of Company Shareholders required to effect the Merger.
