Requisite Shareholder Approval. The Requisite Shareholder Approval shall have been obtained.
Requisite Shareholder Approval. The Company shall have received the Requisite Shareholder Approval at the Company Shareholder Meeting.
Requisite Shareholder Approval. The affirmative vote of Company Shareholders representing a majority or more of the issued and outstanding Company Shares present and voting in person or by proxy as a single class at the Company Shareholders Meeting (the “Requisite Shareholder Approval”) is the only vote or approval of the holders of any class or series of share capital of the Company that is necessary to authorize and approve this Agreement and consummate the Merger.
Requisite Shareholder Approval. (a) PBB shall cause this Agreement, the Merger and the transactions contemplated hereby to be submitted for approval to its shareholders at a meeting to be called and held in accordance with applicable laws (the “PBB Shareholder Meeting”). Except with the prior approval of FFI, neither PBB nor any member of the PBB Board shall, at the PBB Shareholder Meeting, submit any other matters for approval of its shareholders. PBB shall cause the PBB Shareholder Meeting to take place as promptly as reasonably practicable, but in no event more than thirty-five (35) days following the issuance of the California Permit or after the Registration Statement is declared effective by the SEC pursuant to the Securities Act. In connection with its call of such shareholder meeting, PBB shall cause the Proxy Statement/Prospectus to set forth the commitment of its executive officers and directors to vote the stock for which he or she has voting authority in favor of the transactions contemplated hereby, to include the recommendation of the PBB Board that the PBB shareholders adopt and approve this Agreement and the transactions contemplated hereby, and to be mailed to the PBB shareholders. The PBB Board shall at all times prior to and during the PBB Shareholder Meeting, any adjournments and until the Requisite Shareholder Approval is obtained, recommend that the transactions contemplated hereby be adopted and approved, shall include such recommendation in the Proxy Statement/Prospectus, and shall use its commercially reasonable best efforts to obtain the Requisite Shareholder Approval, and shall not (i) withdraw, modify or qualify in any manner adverse to FFI such recommendation, or (ii) take any other action or make any other public statement in connection with the PBB Shareholder Meeting inconsistent with such recommendation (collectively, a “Change in Recommendation”), except as and to the extent permitted by Section 6.7(b). Notwithstanding any Change in Recommendation, this Agreement shall be submitted to the shareholders of PBB at the PBB Shareholder Meeting for the purpose of adopting and approving the Agreement, the Merger and the transactions contemplated hereby. To the extent PBB’s shareholders include any PBB Benefit Plan or trust maintained in connection therewith, the PBB Board shall cause the administrator or other applicable fiduciary for such PBB Benefit Plan to adopt or maintain procedures for the voting of the PBB capital stock held by the PBB Benefit Plan or it...
Requisite Shareholder Approval. (1) The Company agrees to use its best efforts to obtain the Requisite Shareholder Approval, as soon as reasonably practicable and in any event by no later than June 15, 2022. The Company will (i) give notice of, and conduct, a meeting of shareholders of the Company (the “Meeting”) to obtain the Requisite Shareholder Approval and (ii) prepare and deliver an information circular, form of proxy and other documents required by applicable Canadian Securities Laws (collectively, the “Proxy Statement”) to such persons and in such forms, as required by the Business Corporations Act (Ontario), the by-laws of the Company and Securities Laws, as applicable.
(2) The Proxy Statement shall include: (i) the Board of Directors’ recommendation (the “Board Recommendation”) that the Company Shareholders vote in favour of the resolution of the Company Shareholders giving effect to the Requisite Shareholder Approval at the Meeting (the “Resolution”); and (ii) a statement that each of the Locked-up Shareholders have entered into Voting Support Agreements pursuant to which they have agreed, among other things, to vote all of their Company Shares in favour of the Resolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith.
(3) The Company shall use reasonable best efforts to solicit proxies in favour of the Resolution and against any resolution submitted by any Person that is inconsistent with or seeks (without the Purchaser’s consent) to hinder or delay the the completion of the transactions contemplated by this Agreement, including, at the Company’s discretion or if so requested by the Purchaser, acting reasonably, using the services of dealers and proxy solicitation services, consulting with the Purchaser in the selection and retainer of any such proxy solicitation agent and reasonably considering the Purchaser’s recommendation with respect to any such agent, and (i) permit the Purchaser to assist and participate in all meetings (whether conducted telephonically or otherwise) with such proxy solicitation agent, (ii) provide the Purchaser with all information distributions or updates from the proxy solicitation agent, (iii) consult with, and consider any suggestions from, the Purchaser with regards to the proxy solicitation agent, and (iv) consult with the Purchaser and keep the Purchaser apprised, with respect to such solicitation and other actions.
(4) The Company shall provide the Purchaser with copies of document...
Requisite Shareholder Approval. The Company shall have obtained the Requisite Shareholder Approval and such Requisite Shareholder Approval shall not have been rescinded, revoked or otherwise repudiated.
Requisite Shareholder Approval. The adoption of this Agreement by the affirmative vote of the holders of at least a majority of the outstanding shares of Company Common Stock entitled to vote on the Merger (the “Requisite Shareholder Approval”) is the only vote of the holders of Company Common Stock that is necessary pursuant to applicable Law, the Charter or the Bylaws to consummate the Merger or the Transactions.
Requisite Shareholder Approval. The Requisite Shareholder Approval shall have been received by Parent.
Requisite Shareholder Approval. The Company shall take, in accordance with Applicable Law and its Certificate of Incorporation and Bylaws, all action necessary to convene a shareholders’ meeting as promptly as practicable after the execution of this Agreement, to consider and vote upon such matters as may be required by the rules of the NYSE in order to effect the Transactions (the “Requisite Shareholder Approval”), shall recommend to its shareholders that they approve such matters, and shall not postpone or adjourn such meeting except to the extent required by Applicable Law.
Requisite Shareholder Approval. If the Company reasonably determines that the conversion of the Series C Preferred Stock, the exercise of the Warrants to each Purchaser or the payment of any dividends in shares of Common Stock would, in the aggregate, exceed the Exchange Cap or violate the Beneficial Ownership Limitation), (i) the Company shall duly call, give notice of, establish a record date for, convene and hold a special meeting of the common stockholders, to be held as promptly as reasonably possible, for the purpose of obtaining the Requisite Shareholder Approval; and (ii) the Board of Directors shall recommend to its common stockholders the approval of the Requisite Shareholder Approval, include such recommendation
