Certain Preferred Unitholder Approvals Sample Clauses

Certain Preferred Unitholder Approvals. (i) Notwithstanding Section 4.06 or any other provision of this Agreement to the contrary, (x) for as long as the ATN Unitholders hold 50% or more of the Series A Preferred Units issued at Closing (as adjusted for any Unit splits, extraordinary Unit dividends, recapitalizations or similar transaction with respect to such Preferred Units), except with the prior approval of ATN Unitholders holding a majority of all Units held by all ATN Unitholders; and (y) for as long as the F3C Unitholders hold 50% or more of the Series B Preferred Units issued at Closing (as adjusted for any Unit splits, extraordinary Unit dividends, recapitalizations or similar transaction with respect to such Preferred Units), except with the prior approval of the F3C Majority Preferred Holders, the Company shall not, and shall not authorize or permit any of its Subsidiaries to, and each Member shall take or refrain from taking all such actions (including by instructing Managers designated by such Member to approve or withhold such Manager’s approval) so as to ensure that the Company and each of its Subsidiaries does not: (A) (1) amend, modify or supplement this Agreement in a manner that is materially adverse to holders of Series A Preferred Units without the prior approval of ATN Majority Preferred Holders; (2) amend, modify or supplement this Agreement in a manner that is materially adverse to the holders of Series B Preferred Units without the prior approval of F3C Majority Preferred Holders or (3) amend, modify or supplement this Agreement in a manner that is materially adverse to the holders of Series N Preferred Units without the prior approval of Members holding a majority of issued and outstanding Series N Preferred Units; (B) make any material change to the nature of the business of the Company or the Company Subsidiaries such that a material portion of such business (considered as a whole) is devoted to any business other than the business conducted by ALSK on the date of the Closing; (C) authorize or make any Distribution other than in accordance with Section 7.01, Section 7.02 or Section 7.04, create or set aside a sinking fund or other reserve in respect of any Distribution other than a Distribution in accordance with Section 7.01, Section 7.02 or Section 7.04, or authorize or make any dividend, distribution or other payment, or create or set aside any a sinking fund or reserve, in respect of any other Equity Interests of the Company or any Company Subsidiary other than in...
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Related to Certain Preferred Unitholder Approvals

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

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

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

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

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Stockholder Vote In connection with any vote of the holders of the Company’s common stock issued in the Initial Public Offering (such stockholders, the “Public Stockholders”) regarding a Business Combination, the Company shall provide to the Trustee an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and tabulating stockholder votes verifying the vote of the Public Stockholders regarding such Business Combination.

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

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

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Shareholder Vote The issuance of shares of Common Stock with respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.

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