Approval of Company's Stockholders. This Agreement and the Merger shall have been approved and adopted by the requisite vote or consent of the stockholders of the Company in accordance with applicable law, the provisions of the Company's Certificate of Incorporation and By-Laws, and the requirements of the AMEX;
Approval of Company's Stockholders. To the extent required by applicable law, this Agreement and the Merger shall have been approved and adopted by holders of a majority of the outstanding share of the Common Stock of the Company entitled to vote in accordance with applicable law;
Approval of Company's Stockholders. To the extent required by applicable law, this Agreement and the Merger shall have been approved and adopted by holders of a majority of the Common Stock, the Series A Preferred Stock and the Series B Preferred Stock (voting as one class, with each share of such capital stock having one (1) vote) in accordance with applicable law, the Company's Certificate of Incorporation, the Certificate of Designation of -44- 50 the Series B Preferred Stock, the Certificate of Designation of the Series A Preferred Stock and the Company's By-Laws;
Approval of Company's Stockholders. To the extent required by ---------------------------------- applicable law, this Agreement shall have been adopted by holders of a majority of the shares of Common Stock entitled to vote thereon (voting as one class, with each share of Common Stock having one (1) vote) in accordance with applicable law, the Company's Restated Certificate of Incorporation, as amended, and the Company's By-laws;
Approval of Company's Stockholders. Company will take all reasonable steps necessary to duly call, give notice of, solicit proxies for, convene and hold a special meeting (the "SPECIAL MEETING") of its stockholders as soon as practicable for the purpose of approving this Agreement and the transactions contemplated hereby. The date of the Special Meeting shall occur as soon as practicable following the effectiveness of the Registration Statement (as more fully described in Section 8.01) filed with the SEC. The Board of Directors of Company will recommend to Company's stockholders the approval of this Agreement and the transactions contemplated hereby and will use all reasonable efforts to obtain, as promptly as practicable, the necessary approvals by Company's stockholders of this Agreement and the transactions contemplated hereby, provided, however, that nothing contained herein shall prohibit the Board of Directors of Company from failing to make such a recommendation or modifying or withdrawing its recommendation, if such Board shall have concluded in good faith with the advice of counsel that such action is required to prevent such Board from breaching its fiduciary duties to the stockholders of Company, and no such action shall constitute a breach of this Agreement. Nothing in this Section 6.05 shall have any effect on the validity of the irrevocable proxies delivered to Buyer by the Company's directors and certain key employees simultaneously with the execution of this Agreement.
Approval of Company's Stockholders. The approval of the ------------------------------------- stockholders of the Company referred to in Section 5.02(c) hereof shall have been obtained.
Approval of Company's Stockholders. The Transaction shall have been approved by the requisite affirmative vote of the stockholders of the Company to the extent required by NASD rules, the DGCL, and the Company Charter.
Approval of Company's Stockholders. To the extent required by applicable law or the Company's Amended and Restated Articles of Incorporation (as amended), this Agreement and the Merger shall have been approved and adopted by holders of at least 70% of the Common Stock of the Company in accordance with applicable law (if required by applicable law) or the Company's Amended and Restated Articles of Incorporation (as amended);
Approval of Company's Stockholders. This Agreement and the ---------------------------------- Merger shall have been approved and adopted by holders of 66-2/3% of the Stock (voting as one class, with each share of Stock having one (1) vote) in accordance with applicable law, the Certificate of Incorporation and By-Laws of the Company and the Company's Stockholders' Agreement. Holders of shares of Stock representing in the aggregate not more than 5% of the amount that would be payable by Parent or Sub pursuant to Section 2.5 if there would be no Dissenting Stockholders shall (i) have perfected their appraisal rights under Section 262 of the Delaware General Corporation Law or (ii) be entitled after the Closing to so perfect their appraisal rights.
Approval of Company's Stockholders. This Agreement and the Merger shall have been approved and adopted by the holders of the outstanding Common Stock in accordance with the requirements of the WBCL.
