Company Shareholder Approvals Sample Clauses

Company Shareholder Approvals. The Company Shareholder Approvals shall have been obtained.
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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.
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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. (b) Without limiting the generality of the foregoing, prior to the Share Acquisition Closing, each Shareholder shall vote (or cause to be voted) its respective Covered Shares against and withhold consent with respect to (x) any Alternative Transaction or Public Listing Transaction or (y) any other matter, action or proposal that would reasonably be expected to result in (A) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (B) any of the conditions to closing set forth in Sections 10.1 or 10.2 of the Business Combination Agreement not being satisfied; provided, that in the case of either (A) or (B), the Business Combination Agreement shall not have been amended or modified without each Shareholder’s consent (1) to decrease the consideration payable under the Business Combination Agreement, or (2) to chan...
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Company Shareholder Approvals. The Merger and this Agreement shall have been duly and validly approved and adopted, as required by California Law and the Company’s Articles of Incorporation and Bylaws, each in effect on the date of such approval and adoption, by the requisite vote of the Company Shareholders.
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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. 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.
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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.
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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.
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Company Shareholder Approvals. This Agreement and the Bermuda Merger Agreement shall have been duly approved and adopted by the Requisite Company Vote.
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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.
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Related to Company Shareholder Approvals

  • Company Shareholder Approval The Company Shareholder 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.

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

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

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

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

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

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

  • 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.

  • 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.

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