Required Stockholder Approval. The Required Stockholder Approval shall have been obtained.
Required Stockholder Approval. The affirmative vote of the holders of a majority of the shares of outstanding Company Common Stock is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement, approve the Merger and consummate the Transactions (the “Requisite Stockholder Approval”).
Required Stockholder Approval. (a) The Company shall obtain the Required Stockholder Approval promptly, but in no event later than four (4) hours following the execution of this Agreement. Promptly upon obtaining the Required Stockholder Approval, the Company shall prepare and, as soon as reasonably practicable, send to all Company Stockholders on the record date for the Stockholder Written Consents who did not execute a Stockholder Written Consent the notices required pursuant to Delaware Law. Such materials submitted to the Company Stockholders in connection with such Stockholder Written Consents shall be subject to review and comment by Acquiror and shall include an information statement regarding the Company, the terms of this Agreement and the Merger and the unanimous recommendation of the Company Board that the Company Stockholders not exercise their dissenters or appraisal rights under Delaware Law in connection with the Merger (the “Information Statement”). Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Company Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not false or misleading. The parties shall update, amend and supplement the Information Statement from time to time as may be required by applicable Legal Requirements.
(b) Promptly following the execution of this Agreement, but in no event later than five (5) Business Days after the date Acquiror has approved such materials pursuant to this Section 6.1(b) (provided, that such approval shall not be unreasonably withheld, conditioned or delayed), the Company shall (i) obtain from each Person who might receive any payments and/or benefits referred to in this Section 6.1(b) an executed 280G Waiver, substantially in the form attached hereto as Schedule 6.1(b) (each, a “280G Waiver”) and (ii) submit to the Company Stockholders for approval (in a manner reasonably satisfactory to Acquiror) by such number of Company Stockholders as is required by the terms of Section 280G(b)(5)(B) of the Code, any payments and/or benefits, if any, that may, separately or in the aggregate, constitute “parachute payments” within the meaning of Section 280G of the Code and the regulations promulgated thereu...
Required Stockholder Approval. The Stockholder Approval Matters that are submitted to the vote of the shareholders of Purchaser at the Special Stockholder Meeting in accordance with the Proxy Statement shall have been approved by the Required Stockholder Approval.
Required Stockholder Approval. The Required Parent Shareholder Approval shall have been obtained at the Parent Shareholder Meeting in accordance with the New York Business Corporation Law, the Nasdaq Marketplace Rules and the Certificate of Incorporation and Bylaws of Parent.
Required Stockholder Approval. The Company shall have obtained the Required Stockholder Approval (as defined in Section 6.4).
Required Stockholder Approval. “Required Stockholder Approval” shall have the meaning set forth in Section 2.22 of the Agreement.
Required Stockholder Approval. Except as permitted in Sections 1.4(d)(iv) and (v) below, the Company and each Purchaser acknowledges and agrees that the Company shall not be authorized, without Required Stockholder Approval (in addition to any other approvals required hereunder, pursuant to the Certificate or applicable law), to take, cause, permit or authorize any of the following actions, and any attempt to take or authorize any such action without such approval shall be deemed void ab initio:
(i) any amendment to Section 6(b)(ii) of the Certificate in any manner that is disproportionately adverse to holders of Class A Stock;
(ii) authorize, issue or enter into any agreement (other than the Canadian Transaction Agreements) providing for any issuance of Class B Stock (contingent or otherwise) or reclassification of any security into any shares of Class B Stock (or any securities convertible into or exercisable or exchangeable for shares of Class B Stock) except pursuant to the Canadian Transaction Agreements or pursuant to Sections 6(b)(ii) or 6(c) of the Certificate; or
(iii) any amendment to Section 1.4(c), 1.4(d) or 3.1 hereof, to the definition of "Holding Period" to the extent relevant in Article 2 hereof or to Article 2 hereof to the extent that any such amendment would have the effect of expanding the definition of "Permitted Transfer";
(iv) the consummation of a merger, consolidation, reorganization or other business combination, including by way of the sale of all or substantially all of the assets of the Company, with, to or into an Interested Stockholder; provided, however, that such Required Stockholder Approval shall not be so required with respect to the consummation of any such transaction as to which a Qualifying Fairness Opinion has been obtained; or
(v) issuance of any shares of Preferred Stock or other Equity Securities (other than (x) pursuant to the Certificate (but only to the extent holders of Class A Stock are entitled to receive the same security on a per share basis as the holders of Class B Stock) and (y) pursuant to the Canadian Transaction Agreements) to an Interested Stockholder; provided, however, that such Required Stockholder Approval shall not be so required with respect to the consummation of any such issuance as to which a Qualifying Fairness Opinion has been obtained.
Required Stockholder Approval. 3 5. CONDITIONS TO INVESTORS' OBLIGATIONS....................................................................4 5.1 Representations and Warranties True and Correct................................................4 5.2
Required Stockholder Approval. 4 5.7 Board of Directors Designees...................................................................4 5.8
