Approval of the Company Shareholders. (a) The Company shall take all action necessary in accordance with this Agreement, California Law, and the Articles of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of the Company Shareholders (the “Company Shareholders Meeting”) or to secure the written consent of the Company Shareholders (the “Company Shareholders Consent”) for the purpose of voting upon approval of the Merger and adoption of this Agreement. The Company shall hold the Company Shareholders Meeting or solicit the Company Shareholders Consent, as the case may be, as soon as practicable and in no event later than 10 business days following the date the California Commissioner issues the Permit. If the Company will call a Company Shareholders Meeting, the Company shall consult with Acquiror regarding the date of the Company Shareholders Meeting and shall not postpone or adjourn (other than for the absence of a quorum and postponements and adjournments not to exceed five business days in the aggregate necessary for the sole purpose of obtaining additional votes in order to obtain the requisite vote of the Company Shareholders necessary to approve the Merger and adopt this Agreement) the Company Shareholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Shareholders Meeting, the Company shall use its reasonable best efforts to solicit from the Company Shareholders proxies to be voted on the approval of the Merger and adoption of this Agreement. The Company’s obligation to call, give notice of, convene, hold and conduct the Company Shareholders Meeting in accordance with this Section 5.11(a) shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction. The Company shall exercise reasonable best efforts to take all other action necessary to secure the vote or consent of the Company Shareholders required to effect each of the transactions contemplated by this Agreement.
(b) The Company’s Board of Directors shall unanimously recommend that the Company Shareholders vote in favor of the approval of the Merger and adoption of this Agreement at the Company Shareholders Meeting. Neither the Company’s Board of Directors nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Acquiror, the unanimous recommendation of the Company’s Board of Directors ...
Approval of the Company Shareholders. The Company shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting"), for the purpose of securing the Company Shareholders' Approval as soon as reasonably practicable after the date hereof. Subject to fiduciary obligations and the requirements of applicable law, the Company shall include in the Proxy Statement the recommendation of the Board of Directors of the Company that the shareholders of the Company approve the Merger and the other transactions contemplated hereby, and shall use its reasonable best efforts to obtain such approval.
Approval of the Company Shareholders. The Company shall, as soon as practicable after the date hereof (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting") 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 Restated Certificate of Incorporation and by-laws, (iii) subject to Section 7.10, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with CEI with respect to each of the foregoing matters. Without limiting the generality of the foregoing but subject to its rights to terminate this Agreement pursuant to Section 9.1(g), the Company agrees that its obligations pursuant to the first sentence of this Section 7.4 shall not be affected by the commencement, public proposal, public disclosure or communication to the Company of any Acquisition Proposal.
Approval of the Company Shareholders. The Company shall, as soon as reasonably practicable, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Meeting”) for the purpose of securing the Company Shareholders’ Approval and in any event the Company Meeting shall be held within forty-five (45) days following the earlier of SEC approval of the Proxy Statement or if the SEC does not review the Proxy Statement, the earliest date on which the Company could mail the Proxy Statement pursuant to the Exchange Act, (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 Section 7.8, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby, (iv) use all reasonable efforts to solicit or cause to be solicited from its shareholders proxies in favor of adoption of this Agreement, (v) subject to Section 7.8, take all other reasonable action necessary to secure the Company Shareholders’ Approval and (vi) cooperate and consult with the Parent with respect to each of the foregoing matters. Notwithstanding anything herein to the contrary, unless this Agreement is terminated in accordance with Section 9.1, the Company will take all of the actions contemplated by this Section 7.4 regardless of whether the Board of Directors of the Company has approved, endorsed or recommended another Takeover Proposal (is defined in Section 7.8(e)(iii)) or has withdrawn, modified or amended the Company Board Recommendation, and will submit this Agreement for adoption by the shareholders of the Company at such meeting. The Company shall keep the Parent updated with respect to the proxy solicitation results as reasonably requested by Parent.
Approval of the Company Shareholders. The Company shall, as soon as practicable, seek the approval of its shareholders to the transaction contemplated by this Agreement.
Approval of the Company Shareholders. The Company ------------------------------------ shall, as soon as reasonably practicable after the date hereof, (i) take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders (the "Company Meeting") 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 Section 7.9, recommend to its shareholders the approval of the Merger, this Agreement and the transactions contemplated hereby and (iv) cooperate and consult with the Parent with respect to each of the foregoing matters.
Approval of the Company Shareholders. Company shall promptly after the date hereof take all action necessary in accordance with California Law and its articles of incorporation and bylaws to obtain the written consent of a majority of the Company Shareholders approving the Merger as soon as practicable.
Approval of the Company Shareholders. Promptly after the date hereof, the Company will take all action necessary in accordance with its articles of incorporation and by-laws, and in accordance with federal and state securities laws, to obtain approval by unanimous written consent of this Agreement and approval of the Merger.
Approval of the Company Shareholders. 5.4.1 Promptly after the execution of the Agreement, the Company will take all action necessary to solicit and obtain the affirmative vote of the holders of all of the issued and outstanding Company Ordinary Shares (the “Requisite Vote”) approving and adopting this Agreement, approving the Merger and all other transactions contemplated by the Merger Agreement.
5.4.2 The Representative will use his best efforts to ensure that the Company’s Board of Directors adopts this Agreement and approves the Merger and the Board of Directors of the Company will recommend that the Company Shareholders vote in favor of and adopt this Agreement pursuant to the Company Shareholders Consent, approve the Merger.
5.4.3 The Company will solicit from all Company Shareholders proxies or consents in favor of the approval and adoption of this Agreement, and will use all reasonable efforts to take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by the BVIBCA and the Company’s Memorandum and Articles of Association to obtain such approvals. All written consents solicited by the Company in connection with the Merger will be solicited in compliance with the BVIBCA, the Company’s Memorandum and Articles of Association, and all other applicable legal requirements. Neither the Board of Directors of the Company nor any committee thereof will withhold, withdraw, amend or modify, or propose or resolve to withhold, withdraw, amend or modify, in a manner adverse to Acquirer, the recommendation of the Board of Directors of the Company that the Company Shareholders vote in favor of the adoption of this Agreement.
Approval of the Company Shareholders. (a) Promptly after the Agreement Date, the Company will take all action necessary in accordance with Applicable Florida State Law, including the FBCA, its Articles of Incorporation, Bylaws and Shareholders’ Agreement to distribute a consent action to the Majority Holders (as that term is defined in the Shareholders’ Agreement) to approve and adopt this Agreement and the Merger (the “Company Shareholders’ Consent Action”)/
(b) The Board of Directors will recommend that the Company Stockholders vote in favor of and approve and adopt this Agreement and approve the Merger.
(c) The Company will use its best reasonable efforts to take all other action necessary or advisable to secure the vote or consent of the Company Shareholders required by Applicable Florida State Law, its Articles of Incorporation, Bylaws and Shareholders’ Agreement to obtain such approvals.
