Approval of the Company Stockholders. Company shall promptly after the date hereof take all action necessary in accordance with Delaware Law and the Company Charter Documents to obtain the Stockholder Approvals approving the Merger as soon as practicable.
Approval of the Company Stockholders. The Company shall, as promptly as reasonably practicable after the date hereof,
Approval of the Company Stockholders. (a) As soon as reasonably practicable after the execution of this Agreement, Parent shall prepare, with the full cooperation of the Company, the Information Statement, and if the Company holds a stockholders’ meeting (the “Company Stockholders Meeting”), a proxy statement, in form and substance reasonably acceptable to Parent, the Company and the LLC with respect to the solicitation of written consents and/or proxies from the stockholders of the Company to approve the Recapitalization Merger Agreement, the Recapitalization Merger, this Agreement, the Merger and related matters. Parent, the Company and the LLC shall each use commercially reasonable efforts to cause the Information Statement to comply with applicable federal and state securities laws requirements. Each of Parent, the Company and the LLC agrees to provide promptly to the other such information concerning its business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Information Statement, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Information Statement. Each of Parent, the Company and the LLC will promptly advise the others, in writing if at any time prior to the Effective Time either the Company, Parent or the LLC, as applicable, shall obtain knowledge of any facts that might make it necessary or appropriate to amend or supplement the Information Statement in order to make the statements contained or incorporated by reference therein, in the light of the circumstances under which they were made, not misleading or to comply with applicable law. The Information Statement shall contain the unanimous recommendation of the board of directors of the Company that the Company’s stockholders approve the Recapitalization Merger Agreement, the Recapitalization Merger, the Merger and this Agreement and the conclusion of the board of directors that the terms and conditions of the Recapitalization Merger and the Merger are advisable and fair and reasonable to, and in the best interests of, the stockholders of the Company; provided however, that the Company’s board of directors shall not be precluded from recommending a Superior Transaction if the board has complied with Section 6.2.
Approval of the Company Stockholders. 6.9.1 As soon as practicable (and in any event no later than ten (10) days) after the date the California Commissioner issues the Permit or, in the event that Acquirer elects to proceed with the filing of the registration statement on Form S-4 pursuant to Section 6.8.5, as soon as practicable (and in any event, to the extent permissible under Applicable Law, within ten (10) days) after the declaration of effectiveness of the registration statement on Form S-4, the Company shall take all action necessary in accordance with this Agreement, the Delaware Law, (the California Law, if applicable) and the Certificate of Incorporation and Bylaws of the Company to obtain the written consent of the Company Stockholders for the approval and adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement (the “Company Stockholder Approval”). The Company’s obligation to obtain the Company Stockholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Alternative Transaction or any subsequent action by the Company’s Board of Directors.
Approval of the Company Stockholders. (a) The Company shall take all action necessary in accordance with this Agreement, Delaware Law, California Law and the Certificate of Incorporation and Bylaws of the Company to call, notice, convene, hold and conduct a meeting of the Company Stockholders (the "COMPANY STOCKHOLDERS MEETING") or to secure the written consent of the Company Stockholders (the "COMPANY STOCKHOLDERS CONSENT") for the purpose of voting upon approval of the Merger, the Certificate of Amendment and adoption of this Agreement. The Company shall hold the Company Stockholders Meeting or solicit the Company Stockholders Consent, as the case may be, as soon as practicable and in no event later than 30 days following the date the California Commissioner issues the Permit (or, in the event that the filing of a Registration Statement is required pursuant to Section 7.1(f) hereof, following the date the Registration Statement is declared effective by the SEC). If the Company will call a Company Stockholders Meeting, the Company shall consult with Acquiror regarding the date of the Company Stockholders 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 Stockholders necessary to approve the Merger and adopt this Agreement) the Company Stockholders Meeting without the prior written consent of Acquiror. If the Company will call a Company Stockholders Meeting, the Company shall use its reasonable best efforts to solicit from the Company Stockholders 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 Stockholders 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 Stockholders required to effect each of the transactions contemplated by this Agreement.
Approval of the Company Stockholders. (a) As soon as practicable after the date the California Commissioner issues the Permit or, in the event that Parent files the registration statement on Form S-4 pursuant to Section 6.1(e), as soon as practicable after the declaration of effectiveness of the registration statement on Form S-4 (and in any event, to the extent permissible under applicable law, within ten (10) days), the Company shall take all action necessary in accordance with this Agreement, Delaware Law, (and California Law, if applicable) and the Certificate of Incorporation and Bylaws of the Company to obtain the Requisite Stockholder Approval for the adoption of this Agreement and approval of the Merger and the other transactions contemplated by this Agreement. The Company’s obligation to obtain the Requisite Stockholder Approval shall not be limited to or otherwise affected by the commencement, disclosure, announcement or submission to the Company of any Acquisition Proposal or any subsequent action by the Company’s Board of Directors.
Approval of the Company Stockholders. (a) Promptly after the Agreement Date, Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to call, notice, convene, hold and conduct a meeting of the Company Stockholders (the "Company Stockholders Meeting") to be held as soon as practicable, and in no event later than July 30, 2002 for the purpose of voting upon approval and adoption of this Agreement and approval of the Merger. In lieu of the Company Stockholders Meeting, such approval by the Company Stockholders may be obtained by the written consent of the Company Stockholders by no later than July 30, 2002 (the "Company Stockholders Vote") where authorized by Delaware Law and the Certificate of Incorporation and Bylaws of Company.
Approval of the Company Stockholders. The Requisite Stockholder Approval shall have been validly obtained under the DGCL, the Company Charter, the Company Bylaws and the Voting Agreement.
Approval of the Company Stockholders. The Company Shareholders have approved the Agreement and the terms of the Merger.
Approval of the Company Stockholders. 5.12.1 Promptly after the Agreement Date, the Company shall take all action necessary in accordance with this Agreement, the Delaware Law, the California Law, if applicable, and the Certificate of Incorporation and Bylaws of the Company to obtain the written consent of the Company Stockholders for the approval and adoption of this Agreement and the Company Ancillary Agreements and approval of the Merger and the other transactions contemplated by this Agreement, including the approval of the Restated Certificate (the "Company Stockholder Approval"). The commencement, disclosure, announcement or submission to the Company of any Alternative Transaction or Superior Offer (as defined below) shall not limit the Company's obligation to call a meeting of the Company Stockholders or solicit the written consent of the Company Stockholders to obtain the Company Stockholder Approval.
