Purchaser Shareholder Approval. The Purchaser Shareholder Resolution shall have been approved and adopted by the Purchaser Shareholders at the Purchaser Meeting in accordance with applicable Law and the CBG Group Agreements.
Purchaser Shareholder Approval. (a) If required by a Governmental Authority or Applicable Law, on or before the fifth (5th) Business Day prior to the Termination Date the Purchaser shall either:
Purchaser Shareholder Approval. As promptly as reasonably practicable following the time at which the Registration Statement / Proxy Statement is declared effective under the Securities Act, Purchaser shall (a) duly give notice of and (b) use reasonable best efforts to duly convene and hold an extraordinary general meeting of its shareholders (the “Purchaser Shareholders Meeting”) in accordance with the Governing Documents of Purchaser, for the purposes of obtaining the Purchaser Shareholder Approval and, if applicable, any approvals related thereto and providing its shareholders with the opportunity to elect to effect an Purchaser Shareholder Redemption. Purchaser shall, through approval of its board of directors, recommend to its shareholders (the “Purchaser Board Recommendation”), (i) the adoption and approval of this Agreement and the transactions contemplated hereby (including the Domestication and the Merger) (the “Business Combination Proposal”); (ii) the approval of the Domestication (the “Domestication Proposal”); (iii) the adoption and approval of the issuance of the Purchaser Class A Common Shares in connection with the transactions contemplated by this Agreement as required by NYSE listing requirements (under the new name contemplated by the Governing Document Proposals and corresponding new trading symbol) (the “NYSE Proposal”); (iv) the adoption and approval of the Purchaser Certificate of Incorporation (the “Charter Proposal”) and the adoption and approval of the amendments to the Governing Documents of Purchaser contemplated by the Purchaser Certificate of Incorporation and the Purchaser Bylaws, including without limitation the change of Purchaser’s name to “Btab Ecommerce Holdings, Inc.” upon the Closing (the “Governing Document Proposals”); (v) the adoption and approval of the Purchaser Equity Incentive Plan (the “Equity Incentive Plan Proposal”); (vi) the election of directors to the Purchaser Board as contemplated by Section 5.16; (vii) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (viii) the adoption and approval of each other proposal reasonably agreed to by Purchaser and the Company as necessary or appropriate in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents; and (ix) the adoption and approval of a proposal...
Purchaser Shareholder Approval. Purchaser shall duly call, give notice of, convene and hold one or more general meetings of the shareholders of Purchaser (all such meetings, including any adjournment thereof, collectively, the “Purchaser Shareholders Meeting”) for the purpose of approving and adopting the Amended and Restated Articles and, if deemed necessary or advisable by Purchaser, any other Transaction Related Matter. Purchaser shall prepare and shall, subject to Yahoo!’s review, comment and written consent in advance, which shall not be unreasonably withheld, conditioned or delayed, deliver to the shareholders of Purchaser a proxy statement (which shall include the requisite notice) relating to the Purchaser Shareholders Meeting (together with any amendments thereof or supplements thereto, the “Purchaser Proxy Statement”) for the purpose of obtaining the Purchaser Shareholder Approval in accordance with the Organizational Documents of Purchaser and applicable Law.
Purchaser Shareholder Approval. The Purchaser Shareholder Approval shall have been obtained.
Purchaser Shareholder Approval. The approval of the Purchaser Shareholder Proposals other than the advisory charter proposal; (the “Purchaser Shareholder Approval”) shall have been duly obtained in accordance with the Laws of the State of Delaware, the Organizational Documents of Purchaser and the rules and regulations of NASDAQ.
Purchaser Shareholder Approval. The Share Issuance and the Articles Amendment shall have been approved by the Required Purchaser Votes at the Purchaser Shareholders Meeting.
Purchaser Shareholder Approval. Purchaser shall have cleared the Proxy Statement with the SEC or the SEC shall have advised Purchaser that it will not review or has no further comments, and the approval of the Purchaser Shareholder Proposals other than the advisory charter proposal (the “Purchaser Shareholder Approval”) shall have been duly obtained in accordance with the Laws of the State of Delaware, the Organizational Documents of Purchaser and the rules and regulations of NASDAQ.
Purchaser Shareholder Approval. The Purchaser shall use commercially reasonable efforts to take all actions necessary in accordance with the applicable corporate and securities laws and stock exchange rules and its constating documents and by-laws to duly call, give notice of, convene and hold a meeting of its stockholders (the “Purchaser Stockholders Meeting”) as promptly as practicable after the date hereof to obtain their vote for the adoption and approval of the Merger, the AvantaLion Subscription Agreement, this Agreement and the transactions contemplated hereby. In connection with such meeting, the Purchaser shall (a) promptly prepare and mail to its stockholders as promptly as practicable an information circular (the “Purchaser Information Circular”) describing the material terms of the Merger, the AvantaLion Subscription Agreement and this Agreement and including a copy of the AvantaLion Subscription Agreement and this Agreement, together with a statement of the fair value of the Purchaser Common Shares as determined by the Board of Directors of the Company, (b) use its reasonable commercial efforts (not involving the transfer of any thing of value or waiver or release of any right or benefit) to obtain the necessary approvals by its stockholders of the Merger, the AvantaLion Subscription Agreement, this Agreement and the transactions contemplated hereby, and (c) otherwise comply with all legal requirements applicable to such meeting. Company shall provide promptly to the Purchaser such information concerning its business and financial statements and affairs as, in the reasonable judgment of the Purchaser or its counsel, may be required or appropriate for inclusion in the Purchaser Information Circular (including the Audited Company Financial Statements) or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the Purchaser in the preparation of the Purchaser Information Circular.
Purchaser Shareholder Approval. The Purchaser Meeting Matters shall have been approved by the Purchaser’s shareholders at the Purchaser Meeting.
