Company Shareholder Approvals. The Company Shareholder Approvals shall have been obtained.
Company Shareholder Approvals. This Agreement, the Merger and the Company Ancillary Agreements will have been duly and validly approved and adopted, as required by applicable law and Company’s Articles of Organization and Bylaws, by the valid and affirmative vote of at least two-thirds of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class.
Company Shareholder Approvals. The Merger and this Agreement shall have (i) been duly and validly approved and adopted, as required by California Law and the Company’s Articles of Incorporation and Bylaws, each as in effect on the date of such approval and adoption, by the requisite vote of the Company Shareholders and (ii) the number of Dissenting Shares shall not exceed 10% of all the Company Capital Stock (on an as-converted to Company Common Stock basis) outstanding as of immediately prior to the Effective Time.
Company Shareholder Approvals. (a) As promptly as reasonably practicable (and in any event within five (5) Business Days) following the time at which the Registration Statement / Proxy Statement becomes effective under the Securities Act, each Shareholder shall duly execute and deliver to the Company the Company Shareholder Approvals, under which it shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 8.14(g) of the Business Combination Agreement (the “Approval”), including (i) the Share Acquisition and any other transactions contemplated by the Business Combination Agreement to occur at or immediately prior to the Share Acquisition Closing; (ii) waiving, consenting to, invoking or approving any rights the Shareholder may have under the Company’s Organisational Documents necessary or desirable in furtherance of the transactions contemplated by the Business Combination Agreement or the Ancillary Documents; (iii) to the fullest extent permitted under applicable Law, waiving any dissenters rights, appraisal rights or any other similar rights, whether such rights are afforded by law or contract, with respect to the Owned Shares and the transactions contemplated by the Business Combination Agreement; and (iv) taking all such actions as may be required in connection with the treatment and exercise of the Company Options in accordance with the Business Combination Agreement (all of the foregoing, collectively, the “Transactions”), including with respect to any matter in furtherance of the Transactions for which a vote or approval of the shareholders of the Company is required.
Company Shareholder Approvals. The Merger and this Agreement shall have been duly and validly approved and adopted, as required by Utah Law and the Company's Articles of Incorporation and Bylaws, each as in effect on the date of such approval and adoption, by the requisite vote of the Company Shareholders.
Company Shareholder Approvals. This Agreement and the First Plan of Merger shall have been duly adopted and approved by the Required Company Shareholder Vote and the Requisite Holders (as defined in the Company Charter), each of which shall not have been rescinded, cancelled or otherwise modified in any manner.
Company Shareholder Approvals. Within seven (7) Business Days of this Agreement, the Company shall duly call, give notice of and convene (for a date that is no later than ten (10) days from the date of the notice) a special meeting of its shareholders for the purpose of obtaining, and within forty five (45) days of the date hereof, the Company shall obtain, in the form mutually agreed upon in writing by the Company and Moringa, (A) the Requisite Vote of the shareholders of the Company in accordance with the Company’s Organizational Documents and applicable Law, for (i) the adoption and approval of this Agreement, the Ancillary Documents to which the Company is a party, the Merger and the other Transactions, (ii) the approval of the Restated Company Articles and the Capital Restructuring, including all Company Ordinary Shares issuable pursuant to the Capital Restructuring and upon exercise of any warrants remaining outstanding upon completion of the Capital Restructuring; (iii) the adoption and approval of the Incentive Equity Plan Modifications, as well as a new Equity Incentive Plan for the Company in a form to be mutually agreed by Moringa and the Company prior to the filing of the Registration Statement (the “Equity Plan”), which will provide that the total amount of awards that may be granted under such Equity Plan (including all allocated, unallocated and promised awards) as of immediately after the Closing will be equal to 3,453,093 Company Ordinary Shares (the “New Unallocated Pool”), (iv) the New Employment Agreements, (v) the appointment of the members of the Post-Closing Company Board of Directors in accordance with Section 5.15 hereof, (vi) the issuance of Company Ordinary Shares and Company Warrants pursuant to this Agreement, including (w) the issuance of Company Ordinary Shares upon conversion of the New SAFE Agreements in accordance with their terms, (x) the Company Ordinary Shares issuable pursuant to the Capital Restructuring, and (y) the Company Ordinary Shares and the Company Warrants issuable pursuant to Sections 1.7(a)(ii) and 1.7(c) (including the Company Ordinary Shares issuable upon exercise of such Company Warrants) and the reservation for issuance of the maximum number of Company Ordinary Shares issuable upon the exercise of such Company Warrants, (vii) the issuance of the Notes and the Financing Warrants, including the Company Ordinary Shares issuable upon conversion of the Notes and upon exercise of the Financing Warrants, and the reservation for issuance ...
Company Shareholder Approvals. The requisite approvals of the Company with respect to this Agreement and the Transactions pursuant to the Company Organizational Documents shall have been obtained.
Company Shareholder Approvals. This Agreement and the Bermuda Merger Agreement shall have been duly approved and adopted by the Requisite Company Vote.
Company Shareholder Approvals. This Agreement and the Merger will ----------------------------- have been duly and validly approved and adopted, as required by Applicable Law and the Company's Articles of Incorporation and Bylaws, by the valid and affirmative vote of (a) a majority of the holders of each of (i) the Company Common Stock, (ii) the Company Preferred Stock, and (iii) the Company Series B Preferred Stock, and (b) at least 95% of the outstanding shares of the Company capital stock.
