Approval of Merger. The Merger shall be governed by Section 251(h) of the DGCL and shall be effected by Parent, Merger Sub and the Company as soon as practicable following the consummation of the Offer, without a vote of the stockholders of the Company, pursuant to Section 251(h) of the DGCL.
Approval of Merger. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Emerging Markets Telecommunications Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Emerging Markets Infrastructure Fund issued and outstanding and entitled to vote thereon; and that the Emerging Markets Infrastructure Fund shall have delivered to the Emerging Markets Telecommunications Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its secretary.
Approval of Merger. The Merger shall have been approved by the affirmative vote of a majority of the outstanding shares of Acquired Fund Common Stock and Acquiring Fund Common Stock; the Acquiring Fund shall have delivered to the Acquired Fund a copy of the resolutions approving this Agreement pursuant to this Agreement adopted by the Acquiring Fund Board, certified by its secretary; and the Acquired Fund shall have delivered to the Acquiring Fund a copy of the resolutions approving this Agreement adopted by the Acquired Fund Board and the Acquiring Fund's stockholders, certified by its secretary.
Approval of Merger. (a) If the adoption of this Agreement by the Company Common Stockholders is required by Law:
(i) The Company shall duly call, give notice of and hold a meeting of its stockholders for the purpose of considering and voting upon the adoption of this Agreement (the “Company Stockholders Meeting”) as promptly as practicable following the date on which the Proxy Statement is mailed to the Company Common Stockholders; provided, that without the prior written consent of Parent, (i) the Company shall use its reasonable best efforts to cause the Company Stockholders Meeting to be held not later than thirty (30) calendar days after the SEC Clearance Date, and (ii) the Company may not adjourn or postpone the Company Stockholders Meeting;
(ii) The Company shall establish a record date for purposes of determining stockholders entitled to notice of and vote at the Company Stockholders Meeting (the “Record Date”), which record date shall not be prior to the Acceptance Date. Once the Company has established the Record Date, the Company shall consult with Parent prior to changing the Record Date or establishing a different record date for the Company Stockholders Meeting, unless required to do so by applicable Law.
(iii) Subject to Section 5.6 and Article VII, at the Company Stockholders Meeting, the Company shall, through the Company Board of Directors, make the Company Recommendation unless there has been a Company Adverse Recommendation Change (which cannot occur after the Acceptance Date). Prior to any Company Adverse Recommendation Change, the Company shall take all reasonable lawful action to solicit the Company Required Vote. Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is validly terminated pursuant to, and in accordance with Article VII, this Agreement shall be submitted to the Company Common Stockholders for the purpose of obtaining the Company Required Vote. The Company shall, upon the reasonable request of Parent, use its reasonable best efforts to advise Parent during the last ten (10) Business Days prior to the date of the Company Stockholders Meeting, as to the aggregate tally of the proxies received by the Company with respect to the Company Required Vote. Without the prior written consent of Parent, the adoption of this Agreement and the transactions contemplated hereby (including the Merger) shall be the only matter (other than procedure matters) which the Company shall propose to be acted on by the stockholders of the ...
Approval of Merger. This Agreement shall have been approved by the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Investment Fund issued and outstanding and entitled to vote thereon and the affirmative vote of the holders of a majority of the shares of Common Stock of the Latin America Equity Fund issued and outstanding and entitled to vote thereon; and the Latin America Equity Fund shall have delivered to the Latin America Investment Fund a copy of the resolutions approving this Agreement adopted by its Board of Directors and shareholders, certified by its secretary.
Approval of Merger. This Agreement and the Merger shall have been ------------------ unanimously approved by the Board of Directors of the Company and the Stockholders and no Stockholder shall be entitled to exercise appraisal rights.
Approval of Merger. (a) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Section 6.04(d), at Parent’s request, as soon as reasonably practicable following the expiration of the Offer, the Company shall prepare and file a proxy/information statement in preliminary form for the Stockholder Meeting (together with any amendments thereof or supplements thereto and any other required proxy materials, the “Proxy Statement”) seeking stockholder approval of the matters requiring Stockholder Approval; provided, however, that Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review the Proxy Statement before it is filed with the SEC, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall include in the Proxy Statement the Board Recommendation.
(b) The Company shall provide Parent and Merger Sub and their counsel with copies of any written comments, and shall inform them of any oral comments, that the Company or its Representatives may receive from time to time from the SEC or its staff with respect to the Proxy Statement promptly after the Company’s receipt of such comments, and any written or oral responses thereto. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review any such written responses, and the Company shall give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by Parent, Merger Sub and their counsel. The Company shall, after consultation with Parent and Merger Sub, respond promptly to any comments made by the SEC with respect to the Proxy Statement. The Company, on the one hand, and Parent and Merger Sub, on the other hand, agree to promptly correct any information provided by it for use in the Proxy Statement if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Applicable Law, and the Company further agrees to take all steps necessary to cause the Proxy Statement, as so corrected (if applicable), to be filed with the SEC and, if any such correction is made following the mailing of the Proxy Statement as provided in Section 6.04(c)(ii), mailed to holders of Shares, in each case as and to the extent required by Applicable Law.
(c) Unless the Merger is consummated in accordance with Section 11.05 of the MBCA as contemplated by Sec...
Approval of Merger. Notwithstanding any provision herein to the ------------------ contrary, upon approval by the Board of the Merger and the Merger Agreement, each Stockholder shall vote, or act by written consent, and hereby gives its written consent (subject only to such Board approval), in favor of the approval and authorization of the Merger, the Merger Agreement and the transactions contemplated thereby and shall execute all documents requested by the Board necessary to effectuate such approval and authorization. Each Stockholder agrees that it will not exercise, and hereby waives, any and all rights that it may have to dissent or seek appraisal, arising from the Merger under the Delaware General Corporation Law or any other principle of law with respect to any of its shares of capital stock of the Company.
Approval of Merger. Each Company Shareholder has voted, or will timely vote, in favor of the Merger and the transactions contemplated hereby.
Approval of Merger. RBB agrees to vote all of its Shares in favor of the Merger and to actively support the Merger and to execute such documents and take such steps as are reasonably necessary to consummate the Merger. On or after May 15, 1999, at the option of RBB upon 15 days prior written notice to Advantix, the New Subsidiary Preferred Stock to be received by RBB in exchange for the Preferred Shares shall be convertible into either (i) cash in the amount of U.S.$0.10 for each share of Lasergate Common Stock into which such shares could have been converted immediately prior to the consummation of the Merger (the "Cash Consideration") or (ii) 170.081 shares of Advantix Common Stock for each Preferred Share that was exchanged for such shares pursuant to the Merger (the "Stock Consideration"). On or after June 15, 1999, at the option of Advantix upon 15 days prior written notice to RBB, the New Subsidiary Preferred Stock to be received by RBB in exchange for the Preferred Shares shall be redeemable for the Cash Consideration or the Stock Consideration.
