Parent Shareholder Approval; Financing Sample Clauses

Parent Shareholder Approval; Financing. (a) As soon as practicable, but in no event later than March 9, 2007, Purchaser shall cause Parent to mail or post the Parent Shareholders Circular to its shareholders calling for the EGM to be held as promptly as set forth below, subject to applicable Law and the rules and regulations of the UKLA, seeking Parent Shareholder Approval and commencing the Rights Issue. Subject to Section 5.10(d), the Parent Shareholders Circular shall include the recommendation of the Board of Directors of Parent to approve the resolutions set forth in the Parent Shareholders Circular and Purchaser shall cause Parent to use its commercially reasonable efforts to obtain the Parent Shareholder Approval from its shareholders. Purchaser shall cause Parent to cause the EGM to occur as promptly as practicable following the posting of the Parent Shareholders Circular and in any event within thirty (30) days, subject to the matters contemplated by Section 5.10(d); provided, however, that if the Underwriting Agreement has not been terminated in accordance with its terms and any of the termination events set forth in Sections 10.2.1 or 10.2.2 of the Underwriting Agreement have occurred and Purchaser in good faith believes such termination events are capable of being favorably resolved or waived using commercially reasonable efforts (the “Designated Termination Events”), then Purchaser shall cause the Parent to postpone the EGM for a period of up to twenty-nine (29) days (if so extended, the date to which the EGM is so postponed, the “Extended EGM Date”) and use its commercially reasonable efforts to favorably resolve or have waived such Designated Termination Events and postpone the Rights Issue (the “Financing Efforts”). If at any time prior to the EGM, any information relating to the Company, Parent, Purchaser, Merger Sub or any of their respective Affiliates, directors or officers should be discovered by the Company, Parent, Purchaser or Merger Sub, which should be set forth in an amendment or supplement to the Parent Shareholders Circular so that the Parent Shareholders Circular shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading, the party that discovers such information shall promptly notify the other parties, and an appropriate amendment or supplement describing such inform...
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Related to Parent Shareholder Approval; Financing

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

  • Stockholder Approval The Company 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 Approvals Each of the Company Stockholder Approval and the Parent 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.

  • Requisite Stockholder Approval The Requisite 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.

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

  • 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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