C1 and C2 Stockholders' Approvals Sample Clauses

C1 and C2 Stockholders' Approvals. Subject to the exercise of fiduciary obligations under applicable law as advised by outside counsel, each of C1 and C2 shall, through its Board of Directors, duly call, give notice of, convene and hold a meeting of its stockholders (collectively, the "C1 and C2 Stockholders' Meeting" and, together with the A1 Stockholders' Meeting, the "Stockholders' Meetings") for the purpose of voting on the adoption of this Agreement and the issuance of C1 Common Shares and C2 Common Stock pursuant to this Agreement and under the C1 Option Plan, as in effect following the Merger after the Merger in accordance with this Agreement (the "C1 Stockholders' Approval" and the "C2 Stockholders' Approval", respectively) as soon as reasonably practicable after the date hereof. Subject to the exercise of fiduciary obligations under applicable law as advised by outside counsel, each of C1 and C2 shall, through its Board of Directors, include in the Proxy Statement the recommendation of its Board of Directors that its stockholders adopt this Agreement and approve such issuances, as applicable, and 79 68 shall use its best efforts to obtain such adoption and approval.
Sample 1
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Related to C1 and C2 Stockholders' Approvals

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • 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.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • Shareholder Approvals The Shareholder Approvals shall have been obtained.

  • Board Approvals The Company Board of Directors, at a meeting duly called and held, has unanimously (i) determined that each of the Agreement, the Offer and the Merger are advisable and fair to and in the best interests of the stockholders of the Company, (ii) duly and validly approved, adopted and declared advisable this Agreement and the Transactions and taken all other corporate action required to be taken by the Company Board of Directors to authorize the consummation of the Transactions, and (iii) resolved to recommend, subject to Section 5.2, that the stockholders of the Company accept the Offer, tender their Shares to the Purchaser pursuant to the Offer, and approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company Board of Directors has been amended, rescinded or modified, except as provided in Section 5.2. The action taken by the Company Board of Directors constitutes approval of the Transactions (including each of the Offer and the Merger) by the Company Board of Directors under Section 203 of the DGCL, and no other state takeover statute or similar statute or regulation in any jurisdiction in which the Company does business is applicable to the Transactions (including each of the Offer and the Merger).

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

  • Consents, Licenses, Approvals, etc Lender shall have received copies of all consents, licenses and approvals, if any, required in connection with the execution, delivery and performance by Borrower, and the validity and enforceability, of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect.

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

  • Consents; Approvals No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

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