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) The Seller Parties acknowledge that, in order to issue shares of Purchaser Common Stock pursuant to Section 2.5 hereof, Purchaser will be required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to first obtain the approval of its shareholders (the “Purchaser Shareholder Approval”) with respect to (i) an amendment to the Purchaser’s articles of incorporation and (ii) certain other matters in connection with the issuance of such shares and other matters in connection with the Financing Agreement, as required by the rules and regulations of the NASDAQ stock market. After the date of this Agreement, Purchaser shall prepare and cause to be filed with the SEC a proxy statement (the “Proxy Statement”) in connection with a meeting of Purchaser’s shareholders for the purpose of seeking the Purchaser Shareholder Approval (the “Purchaser Shareholders Meeting”). Purchaser shall use all reasonable efforts (i) to cause the Proxy Statement to comply with the rules and regulations promulgated by the SEC, (ii) to respond promptly to any comments of the SEC on the Proxy Statement, and (iii) to cause the Proxy Statement to be mailed to Purchaser’s shareholders. The Seller Parties shall use all reasonable efforts to provide, or assist Purchaser in the preparation of, all information about the Seller Parties and the transactions contemplated hereby that is required by applicable Law and regulations (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the NASDAQ stock market ) to be included in the Proxy Statement.
(b) The Purchaser’s board of directors (the “Board”) has determined to recommend that the Purchaser’s shareholders approve of all matters necessary to give the Purchaser Shareholder Approval, and to include a statement to that effect in the Proxy Statement and in any additional soliciting materials relating to the Purchaser Shareholders Meeting (the “Purchaser Board Recommendation”). The Purchaser will, and will use its best efforts to, within one-hundred twenty (120) days after the date hereof (and in any event no later than the date of the next annual meeting of shareholders of the Purchaser), in accordance with its articles of incorporation and bylaws, and with applicable law (including the Minnesota Business Corporation Act and the rules and regulations of the SEC and the Nasdaq), duly call, give notice of, and ...
Purchaser Shareholder Approval. The Purchaser Shareholder Approval shall have been obtained.
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 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. 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 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. (a) As promptly as reasonably practicable following the date of this Agreement and subject to the prompt provision of information by Seller and its Affiliates as set forth below, Purchaser shall prepare and submit for approval to the Hong Kong Stock Exchange the Circular and notice of EGM. Seller shall deliver or cause to be delivered to Purchaser information with regard to itself, the Business, the Transferred Company or the Purchased Assets requested by Purchaser, for the purpose of preparing the Circular, that is required under the Listing Rules or the Applicable Laws of Hong Kong or demanded by the Hong Kong Stock Exchange, and Purchaser and Seller and each of their respective Affiliates and Representatives shall cooperate with each other in the preparation of the Circular. Without limiting the generality of the foregoing, Seller and its Affiliates shall furnish to Purchaser: (i) financial statements of the Business, including audited financial statements of the Business since January 1, 2010, in compliance with Hong Kong Financial Reporting Standards, as adopted and amended from time to time by the Hong Kong Institute of Certified Public Accountants, and any other information regarding the financial condition of the Business to enable Purchaser to draft its statement on sufficiency of working capital for the combined business, (ii) information regarding Material Contracts and material litigation related to the Business, and (iii) any other information related to Business, the Transferred Company or the Purchased Assets required by the Hong Kong Stock Exchange. Purchaser shall use its reasonable best efforts to resolve all Hong Kong Stock Exchange comments with respect to the Circular as promptly as practicable after receipt thereof. Each of Purchaser and Seller shall promptly correct any information provided by it for use in the Circular, if and to the extent that it shall have become false or misleading in any material respect prior to the EGM. Purchaser shall cause the Circular, as so corrected, to be filed with the Hong Kong Stock Exchange and to be disseminated to its shareholders, in each case, as and to the extent required by the Listing Rules and any other Applicable Laws. Seller and its counsel shall be given a reasonable opportunity and amount of time to review and comment on the Circular before it is filed with the Hong Kong Stock Exchange, and Purchaser shall give good faith and reasonable consideration to any comments made by Seller or its...
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:
(i) convene a special meeting of the shareholders of the Purchaser in order to obtain approval by the Purchaser Shareholders of, as applicable, the Transaction and the election of the directors identified in Section 3.01 of this Agreement, and any matters related thereto (collectively, the “Purchaser Shareholder Approval Matters”); or
(ii) obtain the written consent to the Transaction from the shareholders of the Purchaser who hold greater than 50% of the issued and outstanding shares of the Purchaser, in a form and in a manner acceptable to the CSE, (collectively, the “Purchaser Shareholder Approval”).
Purchaser Shareholder Approval. To the extent as may be required by (i) the NASDAQ Capital Market, (ii) the U.S. Securities and Exchange Commission, (iii) the Purchaser’s Organizational Documents, or (iv) any Governmental Authority, the requisite approval of the Purchaser’s shareholders authorizing the consummation of the transactions contemplated by this Agreement, including but not limited to the Purchaser Financing, shall have been obtained.
