Company Shareholders Approval. (i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the Company shall establish a record date for, duly call, give notice of, convene and hold a meeting of the Company Shareholders (including any adjournment thereof, the “Company Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of obtaining the Company Shareholders’ Approval (including any adjournment of such meeting for the purpose of soliciting additional proxies in favor of this Agreement) and such other matter as may be mutually agreed by SPAC and the Company. The Company will use its reasonable best efforts (A) to solicit from its shareholders proxies in favor of the Company Shareholders’ Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law. The Company (y) shall set the date of the Company Shareholders’ Meeting to be seven days after the Proxy/Registration Statement is declared effective and (z) shall not adjourn the Company Shareholders’ Meeting without the prior written consent of SPAC (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the Company may adjourn the Company Shareholders’ Meeting (1) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, there are insufficient Company Shares represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Company Shareholders’ Meeting, or (2) if, as of the time that the Company Shareholders’ Meeting is originally scheduled, adjournment of the Company Shareholders’ Meeting is necessary to enable the Company to solicit additional proxies required to obtain Company Shareholder Approval; provided, however, that for both prior clauses (1) and (2) in the aggregate the Company may adjourn on only one occasion and so long as the date of the Company Shareholders’ Meeting is not adjourned or postponed more than an aggregate of three consecutive days in connection with such adjournment.
(ii) The Company shall send meeting materials to the Company Shareholders which shall seek the Company Shareholder Approval and shall include in all such meeting materials it sends to the Company Shareholders in connection with the Company Shareholders’ Meeting a ...
Company Shareholders Approval. The Selling Shareholders shall have adopted and approved this Agreement and the Exchange in accordance with applicable law.
Company Shareholders Approval. The Company Shareholders Approval shall have been obtained.
Company Shareholders Approval. The affirmative vote of shareholders of the Company required for approval and adoption of this Agreement and the Merger is more than sixty-six and two-thirds percent (66.666%) of the outstanding shares of the Common Stock.
Company Shareholders Approval. The Company Shareholders' Approval with respect to (i) the issuance to J Net of Conversion Shares, (ii) the amendment to the articles of incorporation of the Company to increase the number of authorized shares of Common Stock to account for the shares of Common Stock to be issued in connection with the Rights Offering, (iii) the Rights Offering and the Overallotment Option and (iv) the amendment of the Company Employee Benefit Plans shall have been obtained.
Company Shareholders Approval. The Company Shareholders' Approval shall have been obtained; provided that Parent may not assert this condition if it fails to vote all Shares held by it or Merger Sub in favor of the Merger and the Company may not assert this condition if it fails to comply with Section 2.8
Company Shareholders Approval. Each of the Company Shareholders hereby covenants and agrees that he or she has read and has been fully advised by legal counsel as to the meaning and effect of this Agreement and the transactions to be effected by this Agreement, and that he or she hereby approves this Agreement and the transactions contemplated in this Agreement. By execution of this Agreement, (i) each of the Company Shareholders hereby votes all of the issued and outstanding shares of the Company Common Shares in favor of approval of this Agreement and the transactions contemplated in this Agreement and (ii) each of the Company Shareholders hereby consents to all corporate action required to consummate the transactions contemplated in this Agreement without the necessity for a meeting of the shareholders of the Company, to the extent and in the event shareholder approval shall be required for approval of this Agreement and the transactions contemplated in and to be effected by this Agreement.
Company Shareholders Approval. The affirmative vote of shareholders of the Company required for adoption of this Agreement is a majority of the outstanding shares of the Company's Class A common stock and Class B common stock entitled to vote thereon, each voting as a class.
Company Shareholders Approval. Immediately following the execution and delivery of this Agreement, the Company shall solicit and obtain, to the extent required to give force to the Merger and/or any Contemplated Transactions herein under the Israeli Companies Law (and to the extent not already obtained) the Required Company Shareholders Vote for purposes of, adopting this Agreement and approving the Merger, and all other Contemplated Transactions applicable to the Company.
Company Shareholders Approval. The Company Shareholders by execution of this Agreement hereby approves the Merger in all respects as contemplated in this Agreement.
