Meeting of Shareholders of the Company. The Company will take all action necessary, in accordance with the FBCA and the Articles of Incorporation and Bylaws of the Company, to duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable, to consider and vote upon the adoption and approval of this Agreement (as a plan of merger in accordance with Section 607.1101 of the FBCA), the Merger and the other transactions contemplated by this Agreement (the "Meeting"), to the extent such approval is required by the FBCA and the Articles of Incorporation of the Company.
Meeting of Shareholders of the Company. If, following the Tender Completion Time, the adoption and approval of this Agreement by the holders of Shares is required under the MBCA in order to consummate the Merger, the Company shall take all actions in accordance with applicable Law, the Company’s articles of incorporation and bylaws and the rules of The NASDAQ Stock Market to promptly and duly call, give notice of, convene and hold as promptly as practicable, a Special Meeting.
Meeting of Shareholders of the Company. Following the consummation of the Offer, the Company shall promptly take all action necessary in accordance with the Georgia Code and its Articles of Incorporation and By-Laws to convene the Company Shareholders' Meeting, if such meeting is required. The shareholder vote required for approval of the Merger will be no greater than that set forth in the Georgia Code. The Company shall use its best efforts to solicit from shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Parent, advisable to secure any vote of shareholders required by the Georgia Code to effect the Merger. Notwithstanding the foregoing, if Purchaser or any other subsidiary of Parent shall acquire at least 90 percent of the outstanding Shares on a fully diluted basis, and provided that the conditions set forth in Article VII shall have been satisfied or waived, the Company shall, at the request of Parent, take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after such acquisition, without the approval of the shareholders of the Company, in accordance with Section 14-2-1104 of the Georgia Code.
Meeting of Shareholders of the Company. At the Special -------------------------------------- Meeting, if any, the Company shall use its commercially reasonable efforts to solicit from Shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of the Purchaser, advisable to secure any vote or consent of shareholders required by the GCL to effect the Merger. The Purchaser agrees that it shall vote, or cause to be voted, in favor of the Merger all Shares directly or indirectly beneficially owned by it.
Meeting of Shareholders of the Company. The Company shall, as soon as practicable following the date of this Agreement, duly call, give notice of, convene and hold a meeting of its shareholders (the “Company Shareholders Meeting”) for the purpose of seeking the Company Shareholder Approval and take all lawful action to solicit approval of this Agreement.
Meeting of Shareholders of the Company. The Company shall promptly take all action necessary in accordance with the Washington Act and its Restated Articles and By-Laws to convene the Company Shareholders' Meeting. The shareholder vote required for approval of the Merger will be no greater than that set forth in the Washington Act and the Restated Articles. The Company shall use its best efforts to solicit from shareholders of the Company proxies in favor of the Merger and shall take all other action necessary to secure any vote of shareholders required by the Washington Act and the Restated Articles to effect the Merger. The Company shall call and hold the Company Shareholders' Meeting whether or not the Board of Directors at any time subsequent to the date hereof determines that this Agreement or the transactions contemplated hereby, including the Merger, is no longer advisable, recommends the rejection thereof by the Company's shareholders, or otherwise changes its recommendation thereof.
Meeting of Shareholders of the Company. (a) The Company shall promptly take all action necessary in accordance with the TBCA and its Articles of Incorporation and By-Laws to duly call, give notice of, convene and hold a special meeting of its shareholders for the purpose of considering and taking action upon the approval of the Merger and the authorization and adoption of this Agreement (the "Special Meeting") as promptly as practicable following the date hereof, and in no event more than 21 Business Days following the clearance of the Proxy Statement by the Commission.
(b) The vote required for approval of the Merger will be two-thirds or more of the outstanding Common Stock. Subject to the right of the Board of Directors to withdraw, modify or amend its recommendation of the Merger in accordance with Section 3.1(a), the Company shall use its reasonable best efforts to solicit from Shareholders proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of Purchaser, advisable to secure any vote of Shareholders required by the TBCA and the Articles of Incorporation to effect the Merger.
(c) The Company shall call and hold the Special Meeting whether or not the Board of Directors at any time subsequent to the date hereof determines that this Agreement or the Transactions, including the Merger, is no longer advisable, recommends the rejection thereof by the Shareholders, or otherwise makes an Adverse Recommendation.
(d) At the Special Meeting, Parent and Purchaser shall vote or cause to be voted all of the Common Stock then owned or as to which they have voting control by Parent, Purchaser or their Subsidiaries in favor of adoption of this Agreement and the Company shall vote or cause to be voted all shares of Common Stock with respect to which proxies in the form distributed by the Company have been given, and not voted against the adoption of this Agreement, in favor of adoption of this Agreement.
Meeting of Shareholders of the Company. Promptly after the date hereof, the Company shall take all action necessary in accordance with the Pennsylvania Law and the Company's Articles of Incorporation and By-Laws to convene a meeting of its shareholders (the "Company Shareholders' Meeting") to consider and vote upon this Merger Agreement and the Merger and shall use its best efforts to convene the Company Shareholders' Meeting prior to May 15, 2003. Subject to the fiduciary duty obligations of the Board of Directors of the Company under Pennsylvania Law, the Board of Directors of the Company will recommend that the shareholders of the Company vote to adopt and approve the Merger and this Merger Agreement and the Company shall use all reasonable efforts to solicit from shareholders of the Company proxies in favor of such adoption and approval.
Meeting of Shareholders of the Company. Following the -------------------------------------- consummation of the Offer, the Company shall promptly take all action necessary in accordance with the FBCA and its Amended and Restated Articles of Incorporation and By-Laws to convene the Company Shareholders' Meeting, if such meeting is required. The shareholder vote or consent required for approval of the Merger will be no greater than that set forth in the FBCA. The Company shall use its best efforts to solicit from shareholders of the Company proxies in favor of the Merger and shall take all other action necessary or, in the reasonable opinion of the Parent, advisable to secure any vote or consent of shareholders required by the FBCA to effect the Merger. The Parent agrees that it shall vote, or cause to be voted, in favor of the Merger all Shares directly or indirectly beneficially owned by it.
Meeting of Shareholders of the Company. (a) The Company shall take all action necessary to duly call, give notice of, convene and hold the Company Shareholders’ Meeting for the purpose of obtaining the approval of this Agreement by the Company shareholders in accordance with applicable Law, at the earliest practicable time and in no event later than 75 days following the date hereof; provided, that such 75-day period may be extended a reasonable amount of time to the extent the delay in holding the Company Shareholders’ Meeting is attributable to the SEC or its staff commenting on the Proxy Statement, but only if the Company has complied with its obligations under Section 5.1(a). The Company (in consultation with Parent) shall set a record date for persons entitled to notice of, and to vote at, the Company Shareholders’ Meeting. Any solicitation of proxies from Company shareholders by or on behalf of the Company shall be in compliance with applicable Law.
(b) Subject to Section 5.2(c): (i) the Proxy Statement shall include a statement to the effect that the Company’s Board unanimously recommends that the Company's shareholders vote to adopt this Agreement at the Company Shareholders’ Meeting (the unanimous recommendation of the Company’s Board that the Company’s shareholders vote to adopt this Agreement being referred to as the “Company Board Recommendation”); and (ii) the Company Board Recommendation shall not be withdrawn or modified in a manner adverse to Parent, and no resolution by the Company’s Board or any committee thereof to withdraw or modify the Company Board Recommendation in a manner adverse to Parent shall be adopted or proposed.
(c) Notwithstanding anything to the contrary contained in Section 5.2(b), at any time prior to the adoption of this Agreement at the Company Shareholders’ Meeting, the Company Board Recommendation may be withdrawn or modified in a manner adverse to Parent if: (i) a Company Acquisition Proposal is made to the Company and is not withdrawn; (ii) the Company complies or has complied, as the case may be, with Section 4.2; (iii) the Company provides Parent with at least five Business Days prior notice of any meeting of the Company’s Board at which such board of directors will consider and determine whether such Company Acquisition Proposal is a Company Superior Proposal; provided, that during such five Business Day period, the Company shall provide an opportunity for Parent to propose such adjustments to the terms and conditions of this Agreement as would enable...
