REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS Sample Clauses

REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS. (a) The affirmative vote of the holders of a majority of the issued and outstanding shares of WHFC is the only vote of shareholders of WHFC required to approve this AGREEMENT and the transactions contemplated hereby on behalf of WHFC. (b) Neither WHFC nor the BANK is an "interested shareholder" of CAMCO within the meaning of Section 203(c)5 of the DGCL. (c) The Board of Directors of WHFC has taken all necessary steps by all required votes so that the provisions of Article XIV of WHFC's Articles of Incorporation do not and will not apply to this AGREEMENT and the WHFC STOCK OPTION AGREEMENT and the transactions contemplated hereby and thereby. (d) This AGREEMENT and the WHFC STOCK OPTION AGREEMENT have been approved by more than two-thirds of WHFC's "continuing directors" as defined in WHFC's Articles of Incorporation.
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REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS. The affirmative vote of the holders of a majority of the issued and outstanding CFKY Shares is the only vote of shareholders of CFKY required to approve this Agreement and the transactions contemplated hereby on behalf of CFKY. ARTICLE FOUR
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REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS. (i) The affirmative vote of the holders of at least a majority of all votes entitled to be cast by MortgageIT stockholders is necessary to approve this Agreement and the Transaction on behalf of MortgageIT. No other vote of the stockholders of MortgageIT is required by law. (ii) Based on the representation and warranty of Acquiror contained in Section 5.04(g), no “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation (including, but not limited to, the provisions of Subtitles 6 and 7 of Title 3 of the Corporations and Associations Article of the Annotated Code of Maryland) is applicable to this Agreement or the Transaction. (iii) The stockholders of MortgageIT are not entitled to appraisal, dissenters or other similar rights under the MGCL.
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REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS. (i) The affirmative vote of the holders of a majority of the issued and outstanding shares of Rancho Bank is necessary to approve this Agreement and the Transaction on behalf of Rancho Bank. No other vote of the stockholders of Rancho Bank is required by law, the Rancho Bank Articles, the Rancho Bank Bylaws or otherwise to approve this Agreement, the Agreement of Merger, the Agreement and Plan of Merger and Liquidation and the Transaction. (ii) Based on the representation and warranty of Parent and Vineyard contained in Section 5.04(i), no “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement, the Agreement of Merger, the Agreement and Plan of Merger and Liquidation or the Transaction.
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Related to REQUIRED VOTE; ANTI-TAKEOVER PROVISIONS

  • Anti-Takeover Provisions The Company is not party to a shareholder rights agreement, “poison pill” or similar agreement or plan. The Company Board has taken all necessary action so that any takeover, anti-takeover, moratorium, “fair price”, “control share” or other similar Laws enacted under any Laws applicable to the Company (each, a “Takeover Statute”) does not, and will not, apply to this Agreement or the Transactions other than the CICL.

  • Anti-takeover Provisions and Rights Plan The Board of Directors of the Company (the “Board of Directors”) has taken all necessary action to ensure that the transactions contemplated by this Agreement and the consummation of the transactions contemplated hereby will be exempt from any anti-takeover or similar provisions of the Company’s Charter and bylaws, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any jurisdiction.

  • Antitakeover Provisions No “control share acquisition,” “business combination moratorium,” “fair price” or other form of antitakeover statute or regulation is applicable to this Agreement and the transactions contemplated hereby.

  • Anti-Takeover Statutes If any “control share acquisition,” “fair price,” “moratorium,” or other anti-takeover Law becomes or is deemed to be applicable to Parent, the Merger Sub, the Company, the Merger, or any other transaction contemplated by this Agreement, then each of the Company and the Company Board on the one hand, and Parent and the Parent Board on the other hand, shall grant such approvals and take such actions as are necessary so that the transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated hereby and otherwise act to render such anti-takeover Law inapplicable to the foregoing.

  • NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.

  • Anti-Takeover Laws In the event that any state anti-takeover or other similar Law is or becomes applicable to this Agreement or any of the transactions contemplated by this Agreement, the Company, Parent and Acquisition Sub shall use their respective reasonable best efforts to ensure that the transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms and subject to the conditions set forth in this Agreement and otherwise to minimize the effect of such Law on this Agreement and the transactions contemplated hereby.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • State Takeover Statutes The Board of Directors of the Company has approved the Merger and this Agreement, and such approval is sufficient to render inapplicable to the Merger, this Agreement and the transactions contemplated by this Agreement, the provisions of Section 203 of the DGCL. To the best of the Company's knowledge, no other state takeover statute or similar statute or regulation applies or purports to apply to the Merger, this Agreement or any of the transactions contemplated by this Agreement.

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