Indian Shareholder Approval Sample Clauses

Indian Shareholder Approval. (a) ICI undertakes that it shall use its reasonable endeavours, and shall (without prejudice to the foregoing) exercise its voting and other rights attaching to the ICI India Shares, and shall procure that its representatives on the board of directors of ICI India take such action (subject to proper consideration and exercise of their fiduciary and other duties as directors of ICI India) as is available to them, to procure the issue of the Indian Notice by ICI India to the shareholders of ICI India as soon as possible after the signature by all parties of this Agreement, complying with the requirements of Sections 192A and 293 of the Companies Xxx 0000 (India), describing the transaction which is the subject of the Indian Business Transfer Agreement, containing the recommendation of the board of directors of ICI India that its shareholders vote in favour of that transaction, and seeking the approval of the shareholders of ICI India of the sale of the Indian Business as contemplated by the terms of this Agreement and the Indian Business Transfer Agreement; (b) ICI hereby irrevocably and unconditionally undertakes to the Purchaser: (i) to procure that its corporate representative shall vote and procure that all the votes attaching to the ICI India Shares shall be cast in favour of the Ordinary Resolution; and (ii) to procure that its corporate representative shall take no action (other than to comply with the undertakings contained in Clause 2.9(b)(i)) which would prevent, jeopardise or materially delay the passing of the Ordinary Resolution; and (c) the Purchaser shall execute, and ICI shall procure that its representative on the board of directors of ICI India shall execute, the Indian Business Transfer Agreement within 7 days of the date of this Agreement.
Sample 1
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Related to Indian Shareholder Approval

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

  • Stockholder Approval The Company 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.

  • 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.

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

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

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

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

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

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

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