APPROVAL OF THE STOCKHOLDERS Sample Clauses

APPROVAL OF THE STOCKHOLDERS. Pursuant to the requirements of Section 302A.671 of the Minnesota Laws, the Offer requires (i) the affirmative vote of the holders of a majority of the voting power of all shares of Common Stock of Universal entitled to vote, including all shares held by 99CENTS Only, and (ii) the affirmative vote of the holders of a majority of the voting power of all shares of Common Stock of Universal entitled to vote, excluding the shares held by 99CENTS Only, and shares held by officers and employee directors of Universal. Without the affirmative vote of the stockholders of Universal, the shares of Universal Common Stock acquired by 99CENTS Only representing over 50% of the outstanding Common Stock of Universal would be denied voting rights. In accordance with Section 302A.671, 99CENTS Only and Universal shall cooperate to prepare and file with the SEC a registration statement on Form S-4 (the "Registration Statement"), a portion of which shall include a proxy statement (the "Offer Proxy Statement/Prospectus") with respect to a meeting of stockholders of Universal to vote on the Offer for purposes of Section 302A.671 of the Minnesota Laws. Each of 99CENTS Only and Universal represents and warrants to the other that the information provided and to be provided by 99CENTS Only and Universal, as the case may be, by or through their respective representatives for use in the Registration Statement shall not, and on the date filed with the SEC, and with respect to the Offer Proxy Statement/ Prospectus, on the dates first published or sent or given to the holders of Universal Common Stock,
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APPROVAL OF THE STOCKHOLDERS. As soon as reasonably ---------------------------- practicable after the date of this Agreement, Citadel will, in compliance with all applicable state and federal laws, obtain the approval of the Stockholders to the Merger. The materials sent by Citadel, in connection with the approval of Stockholders, will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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APPROVAL OF THE STOCKHOLDERS. On or prior to the execution of this Agreement, all of the Company’s stockholders shall have approved and adopted this Agreement and the transactions contemplated hereby by written consent (the “Written Consent”) as provided by the CGCL, the Company’s articles of incorporation and its by-laws.
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APPROVAL OF THE STOCKHOLDERS. Each Stockholder shall have voted all of his shares of Company Stock in favor of the Merger and Buckeye shall have been provided with a copy of a unanimous written consent to such effect executed by all of the Stockholders.
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APPROVAL OF THE STOCKHOLDERS. The stockholders of Stockholder shall have voted a majority of the issued and outstanding shares of Stockholder in favor of the transaction.
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APPROVAL OF THE STOCKHOLDERS. A certificate from an officer of the Company that (i) this Agreement has been adopted by the affirmative vote of the holders of at least a majority of the Company's outstanding capital stock in accordance with the GCL and the Company's certificate of incorporation and bylaws or, if permitted by the GCL and the Company's certificate of incorporation and bylaws, by written consent in lieu thereof, and (ii) holders of no more than an aggregate of 10% of the outstanding shares of Company Stock have either (A) not signed this Agreement or (B) exercised dissenter's rights in accordance with SECTION 2.04;
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Related to APPROVAL OF THE STOCKHOLDERS

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • 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.

  • Waiver of Notice; Approval of Meeting; Approval of Minutes The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

  • Stockholders Approval This Agreement and the transactions contemplated hereby shall have been approved by the requisite affirmative vote of the holders of the outstanding shares of Seller Common Stock present and voting at the Seller Stockholders Meeting in accordance with applicable law.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Approval of Agreement The Board of Directors of the Company has authorized the execution and delivery of this Agreement by the Company and has approved this Agreement and the transactions contemplated hereby.

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Communications to Shareholders Upon timely written instructions, PFPC shall mail all communications by the Fund to its shareholders, including: (i) Reports to shareholders; (ii) Monthly or quarterly dividend reinvestment plan statements; (iii) Dividend and distribution notices; (iv) Proxy material; and (v) Tax form information. PFPC will receive and tabulate the proxy cards for the meetings of the Fund's shareholders.

  • Waiver of Notice; Approval of Meeting Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.